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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 Exchange
Act of 1934
Date of Report (Date of earliest event reported): June
17, 2026
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) |
(I.R.S. Employer Identification No.) |
3400 Cottage Way, Suite G2,
#3256
Sacramento, California 95825
(Address of principal executive offices) (Zip Code)
+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 the Act:
| 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
Exchange Act 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 Exchange Act. ☐
Item 8.01. Other Events.
On June 17, 2026, Lunai Bioworks, Inc. (the “Company”)
issued a letter to shareholders, which was distributed as a press release on the same day. The Company may use this letter and information
contained in it, possibly with modifications, in future presentations to current and potential investors, analysts, lenders, business
partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.
A copy of the letter to shareholders is also made
available on the Company’s website at ir.lunaibioworks.com. Materials on the Company’s website are not part of or incorporated
by reference into this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number |
|
Description |
| |
|
|
| 99.1 |
|
Lunai Bioworks, Inc. Press Release providing Letter to Shareholders, dated June 17, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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: |
|
| |
Name: |
David Weinstein |
| Date: June 17, 2026 |
Title: |
Chief Executive Officer |
EXHIBIT
99.1
LUNAI BIOWORKS: CEO LETTER
TO SHAREHOLDERS
SACRAMENTO, Calif., June 17, 2026
Fellow Shareholders,
Over the past several months, Lunai Bioworks (NASDAQ:
LNAI) has continued to execute its strategy of building a next-generation biotechnology company at the intersection of artificial intelligence,
and national security and biology. I would like to update you on developments that have substantially strengthened our position and created
multiple pathways for shareholder value creation.
A RARE STRATEGIC POSITION: THE NATIONAL SECURITY BIODEFENSE PLATFORM
In April 2026, we secured our first revenue-generating,
multi-year defense collaboration through BioSymetrics to deploy our AI-enabled platform for chemical threat assessment. This contract
represents not a research relationship but an active commercial engagement with the U.S. government.
Beyond that initial contract, we have established
the Pathfinder Consortium—a national alliance of leading institutions including Harvard University, Brigham and Women’s Hospital
(led by Dr. Calum MacRae), the University of Utah, Purdue University, and the University of Colorado. These partnerships reflect the scientific
rigor and national security relevance of our approach.
Looking forward to the second half of 2026 we believe
our Augusta platform which combines Contingent AI, large toxicity databases, and in vivo testing aligns with the priorities outlined in
the 2027 Defense Authorization Bill published this month. It specifically calls for the nation “to develop a strategy to leverage
artificial intelligence-enabled and high-throughput biological screening approaches in support of identifying and characterizing potential
chemical neurotoxic threat agents”. This is precisely what we are doing under our current contract and further involves the capabilities
we now have with the Pathfinder Consortium.
PRECISION NEUROLOGY: A COMPLEMENTARY GROWTH ENGINE
In parallel, Lunai continues to advance its precision
neurology pipeline through our Augusta™ AI platform in Epilepsy, Parkinsons, and Alzheimer’s. We recently announced and are
advancing collaborations including a partnership with BrainStorm Therapeutics supported by foundation funding, and we continue to benefit
from NIH-supported research initiatives, including a Phase I/II STTR grant ($1.85 million awarded to BioSymetrics) for alcohol use disorder
research. These partnerships represent external validation of our biology-first discovery approach.
Neurological diseases remain among the most challenging
and costly medical conditions, affecting millions of patients worldwide. By combining large-scale patient datasets with advanced AI analytics
and validated with in vivo testing, we are identifying therapeutic opportunities that conventional methods miss. This work represents
a significant long-term value driver for Lunai, and one that is independent of our biodefense activities.
THE CONVERGENCE: AI, BIOTECHNOLOGY, AND THE FULL SPECTRUM OF BIOLOGICAL
THREATS
The strategic importance of biodefense is increasingly
recognized by governments, scientists, and technology leaders worldwide.
Recently, the chief executives of Anthropic, OpenAI,
Google DeepMind, and Microsoft AI, alongside numerous leaders from biotechnology and national security organizations, signed a public
letter supporting enhanced safeguards around synthetic DNA and nucleic acid synthesis technologies. The letter highlights a fundamental
concern: advances in artificial intelligence are rapidly reducing barriers to the design and engineering of biological agents.
This is not theoretical. The risks are dual: engineered
biological threats from state and non-state actors, and the accelerating risk of novel pandemics—whether natural or human-engineered.
The line between public health preparedness and national security has blurred entirely. COVID demonstrated the global health and economic
cost of a biological event. The prospect of deliberate bioweapon creation through synthetic biology represents an equally grave but far
less recognized threat.
Governments are responding. The recognition that the
next biological crisis—pandemic or weaponized—could originate from either natural evolution or deliberate engineering is driving
substantial investment in detection, identification, and countermeasure development at speeds and scales previously reserved for kinetic
warfare.
Lunai’s current biodefense activities focus
on chemical threat assessment through our first revenue-generating defense contract and the Pathfinder Consortium. However, our AI-driven
platform for threat identification, phenotypic screening, and countermeasure discovery is directly applicable across the full spectrum
of biological threats—both pandemic and weaponized. We are actively exploring partnerships and opportunities to expand our biodefense
capabilities into biological threat detection and countermeasure development. Given the government’s growing recognition of both
pandemic and bioweapon risks, and our existing partnerships with leading scientific institutions and federal agencies, we believe we are
well-positioned to participate in what will become a major national security and public health priority.
PROTECTING SHAREHOLDER VALUE: LITIGATION AS VALUE UNLOCK
As we continue to execute and announce meaningful
milestones, we have observed trading activity that does not reflect the progress being achieved by Lunai.
In May 2026, we initiated legal action in the U.S.
District Court for the District of Delaware against unidentified parties alleged to have engaged in naked short selling and related manipulative
trading. The evidence was substantial: anomalous failing-to-deliver of 29.6 million shares (81.6% of all outstanding shares), with peak
trading volumes on March 17, 2026, reaching 554 million shares—15.3 times all outstanding shares in a single day.
Critically, the Court found good cause for expedited
discovery and established a prima facie basis for our claims. This rule permits us to obtain trading records from broker-dealers, custodians,
and market participants to identify those responsible. We are now in the discovery process.
The purpose of this litigation is straightforward:
identify the parties engaged in improper market activity, hold them accountable, and restore shareholder value that has been artificially
suppressed. Litigation discovery will force disclosure of positions, trading records, and brokerage relationships that shorts depend on
keeping hidden. As those identities emerge, regulatory scrutiny of the short positions themselves becomes inevitable—and expensive
to maintain.
We intend to pursue this matter vigorously. In our
view, protecting shareholder interests and pursuing accountability for market manipulation is not a distraction, it is a core responsibility
of management.
LOOKING FORWARD
Lunai today is substantially different from the company
it was a year ago. We have established the first revenue-generating defense contract, assembled a national network of world-class scientific
and military partners, continued to validate our AI-driven approach in both biodefense and precision neurology, and initiated legal action
to address market manipulation artificially suppressing our stock price.
The convergence of AI, biotechnology, and national
security is creating a rare strategic opportunity. Through our biodefense platform and precision neurology pipeline, we are building a
company positioned to address some of the largest and most important markets, backed by government partners and validated by leading scientific
institutions.
As we move through the second half of 2026, our focus
remains clear: advancing and expanding our biodefense platform, neurology programs, executing our litigation strategy, and continuing
to validate our platform across both healthcare and national security applications. Now that the company has achieved compliance with
the NASDAQ listing requirements we are positioned to build long term value for our shareholders.
I would like to thank you for your continued support.
Sincerely,
David Weinstein
Chief Executive Officer
Lunai Bioworks, Inc.
