Lunai Bioworks sells 3,133,333 shares in private financing deal

Rhea-AI Filing Summary

Lunai Bioworks, Inc. entered into a private placement with an accredited investor to sell 3,133,333 common shares at $1.00 per share, together with 1,044,444 three-year warrants exercisable after 60 days, for aggregate gross proceeds of $3,133,333. The transaction relies on exemptions from registration under Section 4(a)(2) and Rule 506(b), involves no underwriting discounts or commissions, and the securities are subject to resale restrictions under Rule 144. The terms are governed by a securities purchase agreement that includes customary representations, warranties, and covenants.

Insights

Equity Capital Markets Analyst

Lunai secures $3.13M in cash via a small private placement.

Lunai Bioworks, Inc. agreed to sell 3,133,333 common shares at $1.00 per share plus 1,044,444 three-year warrants in a private placement to a single accredited investor, bringing in gross proceeds of $3,133,333. The warrants become exercisable after sixty days, which staggers the potential issuance of additional shares over time.

The securities are issued under Section 4(a)(2) and Rule 506(b), meaning they are unregistered and can only be resold under Rule 144 or a future registration. No underwriting discounts or commissions were paid, so the full gross amount accrues to the company before expenses.

The financing adds new equity and potential future dilution tied to warrant exercises, but the actual impact depends on the company’s overall size and future share price, which are not detailed in this excerpt. The securities purchase agreement, filed as Exhibit 10.1, contains the detailed terms and protections for both the company and the investor.

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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): November 25, 2025

Lunai Bioworks, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38758		45-2259340
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

3400 Cottage Way, Suite G2 # 32562 Sacramento, CA		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (424) 222-9301

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 (see General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Exchange Act. ☐

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 Shares, par value $0.0001 per share	LNAI	The Nasdaq Stock Market LLC

Item 3.02 Unregistered Sales of Equity Securities

On November 24, 2025, Lunai Bioworks Inc. (“Lunai” or the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, in a private placement, 3,133,333 shares of its common stock, par value $0.001 per share (the “Shares”), at a purchase price of $1.00 per share, and 1,044,444 three-year warrants, executable after sixty (60) days (the “Warrants”) for aggregate gross proceeds of $3,133,333.

The issuance and sale of the Shares and Warrants were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. The Investor represented that it is an accredited investor and that the Shares and Warrants were acquired for investment purposes only and not with a view to distribution. The investment is qualified entirely by the terms and conditions of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

No underwriting discounts or commissions were paid in connection with the sale.

The Shares are subject to resale restrictions under Rule 144 and are not registered under the Securities Act or any state securities laws. The Purchase Agreement contains customary representations, warranties, and covenants of the parties.

Forward-Looking Statements

This report may contain forward-looking statements based on our beliefs and assumptions and on information currently available to us. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, estimated operational metrics, business strategy and plans and objectives of management for future operations, including, among other things, statements regarding the expected closing and terms of the Purchase Agreement.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company’s filings with the SEC, including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-Q filed with the SEC on November 14, 2025 and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this report. Any forward-looking statement made by us in this report speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	David Weinstein
	By:	/s/ David Weinstein
		David Weinstein
		Chief Executive Officer
Date: November 25, 2025

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FAQ

What equity financing did Lunai Bioworks (LNAI) announce in this 8-K?

Lunai Bioworks announced a private placement with an accredited investor for 3,133,333 shares of common stock at $1.00 per share, plus 1,044,444 three-year warrants, for aggregate gross proceeds of $3,133,333.

What are the key terms of the new warrants issued by Lunai Bioworks (LNAI)?

The company agreed to issue 1,044,444 three-year warrants to the investor. These warrants are exercisable beginning sixty days after issuance, providing potential future share issuance over a three-year period.

Is the Lunai Bioworks (LNAI) private placement registered with the SEC?

No, the shares and warrants are being issued in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The securities are not registered and are subject to resale restrictions under Rule 144.

Did Lunai Bioworks (LNAI) pay any underwriting fees for this offering?

The company stated that no underwriting discounts or commissions were paid in connection with the sale, meaning the gross proceeds of $3,133,333 are not reduced by such fees.

Who participated in the Lunai Bioworks (LNAI) private placement?

The buyer is described as an accredited investor that entered into a securities purchase agreement with Lunai Bioworks. The investor represented that the securities were acquired for investment purposes and not with a view to distribution.

Where can investors find the full terms of the Lunai Bioworks (LNAI) private placement?

The detailed terms are contained in the securities purchase agreement, which is filed as Exhibit 10.1. That agreement includes customary representations, warranties, and covenants by the company and the investor.