Lunai Bioworks Inc. SEC Filings

Lunai Bioworks, Inc. is asking stockholders to approve a reverse stock split of its common stock at a ratio between 1-for-3 and 1-for-30, with the exact ratio to be chosen later by the board. The main goal is to lift the share price to help maintain the company’s Nasdaq listing after receiving a delisting determination for failing the minimum bid price rule. The split would reduce outstanding shares but leave the 350 million authorized shares unchanged, increasing the pool of unissued shares. Fractional shares would be rounded up to the next whole share, and the split is intended to be tax-free for U.S. holders. Stockholders are also being asked to approve a proposal allowing adjournment of the special meeting to solicit additional proxies if needed.

Lunai Bioworks, Inc. is asking stockholders at a virtual special meeting on May 4, 2026 to approve an amendment to its Certificate of Incorporation to permit a Board‑determined reverse stock split at a ratio between 1‑for‑3 and 1‑for‑30. The Board may file the amendment and effect a split within one year if it determines doing so is appropriate; it may also abandon the split prior to effectiveness.

The proposal is presented primarily to address Nasdaq minimum bid price concerns after the Company received a delisting notice under Nasdaq Listing Rule 5550(a)(2) following a prior 1‑for‑10 split. The Certificate of Amendment leaves authorized shares unchanged at 350,000,000, and fractional shares will be rounded up to whole shares.

Lunai Bioworks, Inc. entered debt exchange agreements with three noteholders, who agreed to cancel an aggregate $828,770.14 of secured promissory note principal and interest in return for 3,909,293 common shares at an implied price of $0.21 and warrants for 1,433,621 additional shares at a $0.21 exercise price, expiring on March 24, 2036.

The company also signed a binding $20.0 million Acquisition Agreement with Clemann Group SAS for blood-brain barrier delivery technology and CNS Alzheimer’s drug assets, structured as Series B Convertible Preferred Stock with a fixed $1.50 conversion price and a 19.9% beneficial ownership limitation, with no variable pricing or resets.

Lunai Bioworks, Inc. reported that on February 27, 2026 it implemented a temporary furlough of employees in the United States and Canada to help preserve liquidity while it pursues additional financing. Furloughed employees will not work for the company or receive compensation, subject to applicable laws and contracts.

The company describes the furlough as temporary, but its length depends on securing additional capital. The Chief Executive Officer and Chief Financial Officer have voluntarily agreed to temporarily defer their salaries without changing their employment terms. Lunai Bioworks is maintaining limited operations and has begun recalling certain operational employees to support ongoing platform development, with further recalls planned as circumstances permit.

Lunai Bioworks, Inc. reports that Nasdaq has moved to delist its common stock, but the company has secured a hearing to contest this decision. Lunai requested a review after receiving an initial delisting notice, and Nasdaq’s Hearings Panel has now scheduled a hearing for March 26, 2026.

Because the hearing was granted, the planned delisting is temporarily on hold until the Panel issues a final written decision. The company cautions that there is no assurance the Panel will approve continued listing or that Lunai will meet Nasdaq’s ongoing listing standards going forward.

Lunai Bioworks Inc. reported a small net profit of $1.0 million for the six months ended December 31, 2025, driven mainly by a $12.0 million gain from the bankruptcy and deconsolidation of its Gedi Cube B.V. subsidiary and fair value adjustments, not by core operations.

Operating losses remained significant at $5.1 million over six months, though sharply lower than the prior-year period, and operating cash outflow was $2.4 million. At December 31, 2025, Lunai held only $491,645 in cash against a $19.5 million working capital deficit and a $509.4 million accumulated deficit, resulting in a stockholders’ deficit of $13.5 million.

Management states these conditions raise “substantial doubt” about Lunai’s ability to continue as a going concern and plans to rely on new equity or debt financing, including a November 2025 private placement where only $750,000 of the agreed funding had been received by quarter-end. Subsequent to quarter-end, Nasdaq issued a delisting determination for failure to meet the minimum bid price; Lunai has appealed, but the outcome is uncertain.

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.

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.