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  4. [8-K] Lunai Bioworks Inc. Reports Material Event

Lunai Bioworks (NASDAQ: LNAI) wins shareholder approval for reverse stock split

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lunai Bioworks, Inc. reported that stockholders approved key proposals at a special meeting held on May 8, 2026. The main item was an amendment to the Certificate of Incorporation authorizing a reverse stock split of common stock at a ratio between 1-for-3 and 1-for-30, with the exact ratio to be set later by the board in its sole discretion.

Proposal 1, covering the reverse split, passed with 13,571,288 votes for, 1,153,415 against, and 61,177 abstentions. Proposal 2, allowing adjournment of the meeting if needed to gather more proxies for Proposal 1, was also approved with 13,626,029 votes for, 1,091,528 against, and 68,323 abstentions. The company notes that the reverse stock split and related actions are intended to address Nasdaq continued listing requirements, including the Bid Price Rule, and refers to risks if these efforts are not successful.

Positive

  • None.

Negative

  • None.

Insights

Shareholders approved a flexible reverse split range to support Nasdaq listing efforts.

The special meeting outcome gives Lunai Bioworks broad authority to implement a reverse stock split between 1-for-3 and 1-for-30. This flexibility lets the board calibrate the ratio to market conditions when it decides to act.

The company explicitly links the reverse split to regaining or maintaining compliance with Nasdaq continued listing standards, including the Bid Price Rule. The filing also references oversight under a "Mandatory Panel Monitor," highlighting that listing status has recently been under review.

Overall, this is a capital-structure and compliance step rather than a change in core operations. Future disclosures on the chosen split ratio and any subsequent Nasdaq determinations will shape how this affects trading dynamics and investor perception.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Reverse split ratio range 1-for-3 to 1-for-30 Approved amendment to Certificate of Incorporation
Votes for reverse split proposal 13,571,288 votes Proposal 1 approval
Votes against reverse split proposal 1,153,415 votes Proposal 1 opposition
Votes for adjournment proposal 13,626,029 votes Proposal 2 approval
Votes against adjournment proposal 1,091,528 votes Proposal 2 opposition
reverse stock split financial
"to effect a reverse stock split of the outstanding shares of the Company’s common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Certificate of Incorporation regulatory
"To approve an amendment to the Company’s Certificate of Incorporation, as amended"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
Bid Price Rule regulatory
"including the risk that the reverse stock split does not result in compliance with the Bid Price Rule"
Mandatory Panel Monitor regulatory
"the consequences of the Mandatory Panel Monitor described above"
A mandatory panel monitor is an independent group tasked with regularly reviewing safety and key results during a clinical trial or regulated program to protect participants and ensure the study is conducted properly. For investors, this matters because the panel can recommend changes, pauses, or early stopping of a trial — actions that can speed up, delay, or quietly derail a program and therefore materially affect a company’s timeline and value, much like a referee whose calls change the outcome of a game.
Nasdaq Capital Market market
"the continued listing of the Company’s common stock on The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 8, 2026

 

LUNAI BIOWORKS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-38758

(Commission

File Number)

45-2259340

(I.R.S. Employer

Identification No.)

 

3400 Cottage Way, Suite G2, #3256

Sacramento, California 95825

(Address of principal executive offices)

 

(424) 222-9301

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share LNAI The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 8, 2026, the Company held a special meeting of stockholders. The final voting results for the proposals submitted to a vote of stockholders are set forth below.

 

Proposal 1: To approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the outstanding shares of the Company’s common stock at a ratio in the range of 1-for-3 to 1-for-30, with the exact ratio to be determined by the Company’s Board of Directors in its sole discretion.

 

Votes For Votes Against Abstentions Broker Non-Votes Result
13,571,288 1,153,415 61,177 0 Approved

 

Proposal 2: To approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal 1.

 

Votes For Votes Against Abstentions Broker Non-Votes Result
13,626,029 1,091,528 68,323 0 Approved

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements regarding the Company’s ability to regain or maintain compliance with applicable Nasdaq continued listing requirements, the implementation and effects of the reverse stock split, and the continued listing of the Company’s common stock on The Nasdaq Capital Market. These statements are subject to risks and uncertainties, including the risk that the reverse stock split does not result in compliance with the Bid Price Rule, the consequences of the Mandatory Panel Monitor described above, and the other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

LUNAI BIOWORKS, INC.  
   
Date: May 13, 2026  
   
By: /s/ David Weinstein  
Name: David Weinstein  
Title: Chief Executive Officer  

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Lunai Bioworks (LNAI) stockholders approve at the May 8, 2026 special meeting?

Stockholders approved an amendment allowing a reverse stock split and a related adjournment proposal. The reverse split can range from 1-for-3 to 1-for-30, with the exact ratio to be chosen later by Lunai Bioworks’ board of directors.

What is the approved reverse stock split range for Lunai Bioworks (LNAI)?

The approved reverse stock split range is between 1-for-3 and 1-for-30 of Lunai Bioworks’ common stock. The board of directors has sole discretion to select the specific ratio within this range when it decides to implement the split.

How did Lunai Bioworks (LNAI) stockholders vote on the reverse stock split proposal?

For the reverse stock split amendment, 13,571,288 votes were cast in favor, 1,153,415 against, and 61,177 abstained. There were no broker non-votes reported, and the proposal was approved according to the disclosed vote totals.

What was the outcome of Lunai Bioworks’ proposal to adjourn the special meeting if needed?

The adjournment proposal was approved, receiving 13,626,029 votes for, 1,091,528 against, and 68,323 abstentions. This authorization would have allowed Lunai Bioworks to adjourn the special meeting if additional proxies were needed to secure approval of the reverse split amendment.

Why is Lunai Bioworks (LNAI) pursuing a reverse stock split?

Lunai Bioworks links the reverse stock split to regaining or maintaining compliance with Nasdaq continued listing requirements, including the Bid Price Rule. The company also notes oversight by a Mandatory Panel Monitor as part of its broader Nasdaq listing compliance context.

How is Lunai Bioworks’ Nasdaq listing mentioned in this disclosure?

The company states that forward-looking statements relate to its ability to regain or maintain compliance with Nasdaq continued listing requirements and the continued listing of its common stock on the Nasdaq Capital Market. It highlights risks if the reverse stock split does not achieve Bid Price Rule compliance.

Filing Exhibits & Attachments

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