UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
SEC FILE
NUMBER
001-38758 |
CUSIP NUMBER
29350E302 |
(Check one):
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended:
June 30, 2026
☐ Transition
Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q
For the Transition
Period Ended: Not applicable
Read Instructions
(on back page) Before Preparing Form. Please Print or Type.
Nothing in
this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification
relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable
PART
I — REGISTRANT INFORMATION
Lunai
Bioworks Inc.
Full
Name of Registrant
Renovaro
Inc.
Former
Name if Applicable
3400
Cottage Way, Suite G2 #32562
Address
of Principal Executive Office (Street and Number)
Sacramento,
California 95825
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If the subject
report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
| ☒ |
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and |
| ☒ |
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Lunai Bioworks
Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal
year ended June 30, 2026 (the “Form 10-K”) within the prescribed time period. The Company anticipates that it will file the
Form 10-K on or before the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25(b).
PART
IV — OTHER INFORMATION
(1) Name and
telephone number of person to contact in regard to this notification
Nathen
Fuentes
(Name) |
424
(Area
Code) |
222-9301
(Telephone
Number) |
(2) Have all
other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). ☒ Yes ☐ No
(3) Is it anticipated
that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
If so, attach
an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company anticipates
reporting a net loss for the fiscal year ended June 30, 2026 of approximately $3.2 million, compared to a net loss of approximately $178.0
million for the fiscal year ended June 30, 2025. The anticipated decrease in net loss is principally attributable to the absence in fiscal
2026 of the approximately $170.4 million goodwill impairment charge recorded in fiscal 2025, the approximately $10.4 million decrease
in general and administrative expenses following the Company’s restructuring, the approximately $12.0 million gain recognized upon
the deconsolidation of GEDi Cube B.V. following its bankruptcy, partially offset by the approximately $7.4 million loss on extinguishment
of debt recognized in connection with the Company’s fiscal 2026 debt restructuring and debt exchange transactions, the approximately
$0.832 million impairment of long-lived assets in connection with changes to operating leases and a less favorable year-over-year change
of approximately $11.1 million in the fair value of contingent consideration.
The foregoing
amounts are preliminary and unaudited, are based on information available to management as of the date of this notification, and remain
subject to the completion of the Company’s financial closing procedures and the audit by its independent registered public accounting
firm The Company is not presently able to provide reasonable quantitative estimates on the individual components of its results of operations,
and actual results may differ materially from these preliminary estimates.
Cautionary
Note Regarding Forward-Looking Statements. The statements above regarding the Company’s anticipated results of operations and
the anticipated timing of the filing of the Form 10-K are forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are subject to risks and uncertainties, including the completion
of the Company’s financial statements and the audit thereof, that could cause actual results to differ materially. The Company
undertakes no obligation to update these statements except as required by law.
Lunai
Bioworks Inc.
(Name
of Registrant as Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 29, 2026 |
By: /s/ Nathen Fuentes
Name: Nathen Fuentes
Title: Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence
of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION: Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
