Lunai Bioworks faces Nasdaq delisting after bid breach

Lunai Bioworks, Inc. reported that Nasdaq staff has determined to delist its common stock from The Nasdaq Capital Market after the shares traded below the $1.00 minimum bid price for 30 consecutive business days from December 23, 2025 through February 5, 2026.

Rhea-AI Filing Summary

Lunai Bioworks, Inc. reported that Nasdaq staff has determined to delist its common stock from The Nasdaq Capital Market after the shares traded below the $1.00 minimum bid price for 30 consecutive business days from December 23, 2025 through February 5, 2026.

The company is not eligible for the usual 180-day cure period because it completed a 1-for-10 reverse stock split on September 30, 2025 under Nasdaq Listing Rule 5810(c)(3)(A)(iv). Lunai has requested a hearing before a Nasdaq Hearings Panel, which temporarily stays suspension and the planned Form 25 delisting filing, but there is no assurance the appeal will succeed.

Positive

• None.

Negative

• Nasdaq delisting determination: Nasdaq has determined to delist Lunai Bioworks’ common stock after 30 consecutive business days below the $1.00 minimum bid price and has denied the usual 180‑day cure period because of a recent 1‑for‑10 reverse stock split.

Insights

Equity market structure and listings analyst

Nasdaq has moved to delist Lunai Bioworks after a prolonged sub‑$1 share price, with only an uncertain appeal standing in the way.

Lunai Bioworks received a Nasdaq determination to delist its stock after the bid price stayed below $1.00 for 30 consecutive business days ending February 5, 2026. Under Listing Rule 5550(a)(2), this violates the minimum bid rule.

Normally issuers get a 180‑day grace period, but Nasdaq Listing Rule 5810(c)(3)(A)(iv) removes that option because Lunai executed a 1‑for‑10 reverse split on September 30, 2025. This prior reverse split signals earlier efforts to address price compliance that did not succeed.

The company has requested a hearing, which stays suspension and filing of Form 25 until the panel rules. Actual trading status and any path back to compliance now depend on that hearing outcome, and the company explicitly notes there is no assurance the appeal will be successful.

8-K Event Classification

2 items: 3.01, 7.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq rule did Lunai Bioworks (LNAI) fail to meet?

Lunai Bioworks failed to meet Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Its shares closed below this level for 30 straight business days from December 23, 2025 through February 5, 2026.

Why is Lunai Bioworks (LNAI) not eligible for a 180-day compliance period?

Lunai Bioworks is ineligible for the standard 180-day cure period because it executed a 1-for-10 reverse stock split on September 30, 2025. Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), companies that recently completed a reverse split cannot receive that additional compliance window.

What happens if Lunai Bioworks (LNAI) does not successfully appeal the Nasdaq delisting?

If its appeal is unsuccessful, Lunai Bioworks’ securities will be suspended from trading on The Nasdaq Capital Market and Nasdaq will file Form 25. That filing would effect delisting and deregistration of the securities under Section 12(b) of the Securities Exchange Act of 1934.

Has Lunai Bioworks (LNAI) requested a hearing to challenge the Nasdaq delisting?

Yes. Lunai Bioworks has filed a request for a hearing before a Nasdaq Hearings Panel to appeal the staff’s delisting determination. This timely request stays both the trading suspension and the Form 25 filing until the panel issues its decision.

When were Lunai Bioworks (LNAI) shares scheduled to be suspended from Nasdaq trading?

Absent an appeal, Lunai Bioworks’ shares were scheduled for suspension from The Nasdaq Capital Market at the opening of business on February 18, 2026. The company’s timely hearing request currently delays that suspension while the appeal is pending.

Did Lunai Bioworks (LNAI) give any assurance that its Nasdaq appeal will succeed?

No. Lunai Bioworks explicitly states there can be no assurance that its appeal of Nasdaq’s delisting determination will be successful. The outcome, and any potential path to regaining listing compliance, remains uncertain based on the information provided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 04:15 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities ExchangeAct of 1934

Date of Report (Date of earliest event reported): February 6, 2026

LUNAI BIOWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38751		45-2259340
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3400 Cottage Way, Suite G2, #3256

Sacramento, California 95825

(Address of principal executive offices)

+1 (424) 222-9301

(Registrant’s telephone number, including area code)

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 theAct:

Title of Each Class		Trading Symbol		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 ExchangeAct of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchang Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 6, 2026, Lunai Bioworks, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq staff has determined to delist the Company’s securities from The Nasdaq Capital Market.

The Notice states that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, as the bid price of the Company’s securities closed below $1.00 per share for 30 consecutive business days from December 23, 2025 through February 5, 2026.

Although companies are typically provided a 180-calendar-day compliance period to regain compliance with the minimum bid price requirement, the Notice further states that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period because it effected a reverse stock split within the prior one-year period, specifically a 1-for10 reverse stock split on September 30,2025. As a result, Nasdaq has determined that the Company’s securities are subject to delisting.

Unless the Company timely requests a hearing to appeal Nasdaq staff’s determination by February 13, 2026, the Company’s securities will be suspended from trading on The Nasdaq Capital Market at the opening of business on February 18, 2026, and Nasdaq will file a Form 25 with the Securities and Exchange Commission to effect the delisting and deregistration of the Company’s securities under Section 12(b) of the Securities Exchange Act of 1934.

The Company has filed a request for a hearing before the Nasdaq Hearings Panel to appeal Nasdaq staff’s determination. A timely hearing request will stay the suspension of the Company’s securities and the filing of the Form 25 pending the outcome of the hearing. There can be no assurance that the appeal will be successful.

Item 7.01. Regulation FD Disclosure.

In accordance with Nasdaq Listing Rule 5810(b), the Company is issuing this Current Report on Form 8-K to publicly disclose receipt of the Nasdaq staff determination letter described above.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intentions, plans, and expectations with respect to any appeal of Nasdaq’s delisting determination and potential actions to regain compliance with Nasdaq listing requirements. These forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the Company may not be able to regain compliance or that an appeal, if pursued, may not be successful. The Company undertakes no obligation to update these forward-looking statements 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.
	By:	/s/ David Weinstein
	Name:	David Weinstein
	Title:	Chief Executive Officer
Date: February 12, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB