UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
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Definitive Additional Materials
☐
Soliciting Material under Rule 14a-12
LUNAI BIOWORKS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION
LUNAI BIOWORKS, INC.
3400 Cottage Way, Suite G2, #3256
Sacramento, California 95825
(424) 222-9301
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on May 4, 2026
PRELIMINARY
PROXY STATEMENT - SUBJECT TO COMPLETION
To the Stockholders of Lunai Bioworks, Inc.:
Notice is hereby given that a special meeting of stockholders (the “Special
Meeting”) of Lunai Bioworks, Inc., a Delaware corporation (the “Company,” “Lunai,” “we,” “us”
or “our”), will be held on Monday, May 4, 2026, at 9:00 a.m., Eastern Time, in a virtual meeting format only, via live webcast
at www.virtualshareholdermeeting.com/LNAI2026SM and at any adjournment or postponement thereof, for the following purposes:
1. To approve an amendment to the Company’s Certificate
of Incorporation, as amended, to effect, at the option of the Company’s Board of Directors (the “Board”), a reverse
stock split of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a ratio in the range of
1-for-3 to 1-for-30, inclusive, with the exact ratio to be determined by the Board in its sole discretion and publicly announced prior
to the effective time of the reverse stock split (the “Reverse Stock Split Proposal” or “Proposal 1”);
2. To approve the adjournment of the Special Meeting, if necessary
or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve
Proposal 1 (the “Adjournment Proposal” or “Proposal 2”); and
3. To transact such other business as may properly come before
the Special Meeting or any adjournment or postponement thereof.
The Board has fixed the close of business on April 10, 2026 as the record
date for the Special Meeting (the “Record Date”). Only holders of record of Common Stock at the close of business on the Record
Date are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.
The Notice of Special Meeting, this Proxy Statement and the accompanying
form of proxy card will be first made available to stockholders on or about April 13, 2026. The proxy materials are available at www.proxyvote.com.
Your vote is important. Whether or not you plan to attend the Special Meeting
virtually, please vote your shares as promptly as possible by Internet, telephone or mail in accordance with the instructions in the accompanying
proxy materials.
By Order of the Board of Directors,
David Weinstein
Chief Executive Officer and Director
April ____, 2026
TABLE OF CONTENTS
| Important Notice Regarding the Availability of Proxy Materials |
4 |
| Summary of Proposals and Voting Standards |
4 |
| Questions and Answers About the Special Meeting and Voting |
5 |
| Proposal 1 - Reverse Stock Split Proposal |
6 |
| Proposal 2 - Adjournment Proposal |
10 |
| Market Price and Dividend Information |
10 |
| Risk Factors |
11 |
| Forward-Looking Statements |
11 |
| Security Ownership of Certain Beneficial Owners and Management |
11 |
| No Appraisal Rights |
12 |
| Other Matters |
12 |
| Delivery of Documents to Stockholders Sharing an Address |
13 |
| Where You Can Find More Information |
13 |
| Annex A - Form of Certificate of Amendment |
14 |
| Annex B - Illustrative Form of Proxy Card |
16 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS
This Proxy Statement and the accompanying form of proxy card are available
at www.proxyvote.com.
PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
to be held on May 4, 2026
This proxy statement is being furnished in connection with the solicitation
of proxies by the Board for use at the Special Meeting and at any adjournment or postponement thereof. The Special Meeting will be held
on Monday, May 4, 2026, at 9:00 a.m., Eastern Time, in a virtual meeting format only, via live webcast at www.virtualshareholdermeeting.com/LNAI2026SM.
The Notice of Special Meeting, this Proxy Statement and the accompanying form of proxy card are expected to be made available to stockholders
on or about April 13, 2026.
Unless the context otherwise requires, references in this proxy statement
to the “Company,” “Lunai,” “we,” “us” and “our” refer to Lunai Bioworks, Inc.,
a Delaware corporation, and its consolidated subsidiaries. References to “stockholders” refer to holders of our Common Stock.
Website addresses included in this proxy statement are inactive textual
references only and are provided for convenience. Information contained on, or accessible through, any website referenced in this proxy
statement is not incorporated by reference into this proxy statement and does not constitute a part of these proxy materials.
SUMMARY OF PROPOSALS AND VOTING STANDARDS
| Proposal |
Board Recommendation |
Vote Required |
Effect of Abstentions |
Effect of Broker Non-Votes |
Proposal 1
Reverse Stock Split Proposal |
FOR |
The affirmative votes cast FOR Proposal 1 must exceed the votes cast AGAINST Proposal 1, as contemplated by Section 242(d)(2) of the DGCL, provided the conditions of that section are satisfied at the effective time of the amendment. |
No effect. |
Because Proposal 1 is expected to be classified as a routine matter under NYSE Rule 452, brokers holding shares in street name are expected to have discretionary authority to vote uninstructed shares on this proposal; however, the determination is made by the NYSE, and brokers may choose not to exercise discretionary voting authority. Accordingly, broker non-votes are not expected to occur on Proposal 1. |
Proposal 2
Adjournment Proposal |
FOR |
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on Proposal 2. |
Abstentions will have the same effect as votes AGAINST Proposal 2. |
No effect. |
Questions and Answers About the Special
Meeting and Voting
Q: What is the purpose of the Special
Meeting?
A: At the Special Meeting, stockholders will be asked to approve
the Reverse Stock Split Proposal and the Adjournment Proposal and to transact such other business as may properly come before the Special
Meeting or any adjournment or postponement thereof.
Q: Why am I receiving these proxy materials?
A: You are receiving these proxy materials because you owned
shares of our Common Stock as of the Record Date and are entitled to vote at the Special Meeting. This proxy statement describes the matters
on which you are being asked to vote and provides information to assist you in making an informed decision.
Q: Who is entitled to vote at the Special
Meeting?
A: Only holders of record of Common Stock at the close of business
on April 10, 2026 are entitled to notice of, and to vote at, the Special Meeting. Each share of Common Stock outstanding on the Record
Date is entitled to one vote on each matter properly presented at the Special Meeting.
Q: How many shares of Common Stock were
outstanding on the Record Date?
A: As of the Record Date, there were [ ·
] shares of Common Stock outstanding and entitled to vote.
Q: How do I attend the Special Meeting?
A: The Special Meeting will be held exclusively online by live
webcast. To attend the Special Meeting, visit www.virtualshareholdermeeting.com/LNAI2026SM and enter the 16-digit control number included
on your proxy card or voting instruction form. You should allow ample time to log in before the Special Meeting begins.
Q: What constitutes a quorum?
A: Under our Amended and Restated Bylaws, the holders of one-third
of the outstanding shares of stock entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum
for the transaction of business. Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum.
Q: How do I vote?
A: If you are a stockholder of record, you may vote by Internet,
telephone, mail or during the virtual Special Meeting. If you are a beneficial owner holding shares through a bank, broker or other nominee,
please follow the voting instructions provided by your bank, broker or other nominee. Even if you plan to attend the Special Meeting virtually,
we encourage you to vote in advance.
Q: May my broker vote my shares without
instructions?
A: Under NYSE Rule 452, which governs the ability of member
organizations of the New York Stock Exchange to vote shares held in street name, brokers may exercise discretionary voting authority over
uninstructed shares only on matters classified as “routine.” The Company believes that the Reverse Stock Split Proposal (Proposal
1) and the Adjournment Proposal (Proposal 2) are likely to be classified as routine matters under NYSE Rule 452, because charter amendments
for reverse stock splits are generally treated as routine and adjournment proposals are generally treated as routine when the underlying
proposal is routine. Accordingly, if you do not provide voting instructions to your broker, your broker is expected to have discretionary
authority to vote your shares on both proposals. However, the routine or non-routine classification is determined by the NYSE, not by
the Company, and beneficial owners are encouraged to provide voting instructions in all events to ensure that their shares are voted in
accordance with their wishes. If either proposal are determined by the NYSE to be non-routine, brokers will not be permitted to vote uninstructed
shares on that proposal, and any resulting broker non-votes will have no effect on the outcome because they will not be counted as votes
cast.
Q: How can I change or revoke my proxy?
A: If you are a stockholder of record, you may revoke your proxy
at any time before it is voted by submitting a later-dated proxy, by delivering a written notice of revocation to our Corporate Secretary
or by voting during the Special Meeting. If you hold your shares in street name, you should contact your bank, broker or other nominee
for instructions on how to change or revoke your voting instructions.
Q: Who will count the votes?
A: An inspector of election appointed for the Special Meeting
will tabulate the votes cast by proxy and during the Special Meeting and will determine whether a quorum is present.
Q: Who is soliciting the proxies and
who pays the related expenses?
A: The Board is soliciting proxies for use at the Special Meeting.
We will bear the costs of solicitation, including the cost of preparing, printing and mailing the proxy materials. We may reimburse banks,
brokers and other nominees for reasonable out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners.
Q: How will the voting results be announced?
A: We intend to announce preliminary voting results at the Special
Meeting and to report final voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
within four business days after the Special Meeting.
PROPOSAL 1 - REVERSE STOCK SPLIT PROPOSAL
General
On. , 2026, the Board adopted resolutions approving and declaring advisable,
and directing that there be submitted to the stockholders for approval, an amendment to our Certificate of Incorporation, as amended,
in substantially the form attached as Annex A to this proxy statement (the “Certificate of Amendment”), to effect a reverse
stock split of our Common Stock at a ratio in the range of 1-for-3 to 1-for-30, inclusive (the “Reverse Stock Split”), with
the exact ratio to be determined by the Board in its sole discretion and publicly announced prior to the effective time of the Reverse
Stock Split.
If Proposal 1 is approved, the Board will have the authority, but not the
obligation, to effect the Reverse Stock Split at any time prior to the one-year anniversary of the Special Meeting by filing the Certificate
of Amendment with the Secretary of State of the State of Delaware. The Board also may elect to abandon the Reverse Stock Split at any
time before the Certificate of Amendment becomes effective, notwithstanding stockholder approval of Proposal 1.
The Board believes that obtaining stockholder approval of a range of ratios,
rather than a single fixed ratio, provides the Board with flexibility to implement the Reverse Stock Split in a manner designed to maximize
the anticipated benefits of the Reverse Stock Split in light of then-current market conditions, the trading price of our Common Stock
and Nasdaq listing considerations.
Background and Reasons for the Reverse
Stock Split
Our primary reason for proposing the Reverse Stock Split is to increase
the per-share trading price of our Common Stock and thereby improve our ability to maintain the listing of our Common Stock on The Nasdaq
Stock Market LLC (“Nasdaq”).
On September 30, 2025, we effected a 1-for-10 reverse stock split of our
Common Stock (the “Prior Reverse Stock Split”) when the Company was known as Renovaro Inc. Following the Prior Reverse Stock
Split, the per-share trading price of our Common Stock declined below $1.00. On February 6, 2026, we received a letter from the Listing
Qualifications Staff of Nasdaq notifying us that Nasdaq had determined to delist our securities because we were not in compliance with
Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, and we were not eligible for an additional compliance
period under Nasdaq Listing Rule 5810(c)(3)(A)(iv) because we had effected the Prior Reverse Stock Split within the preceding one-year
period. On February 17, 2026, Nasdaq granted our request for a hearing before the Nasdaq Hearings Panel, which was scheduled for, and
held on, March 26, 2026. The delisting action has been stayed pending the Panel’s final written decision. The Company will update
this disclosure, if necessary, prior to filing the definitive proxy statement to reflect any final determination or additional correspondence
from Nasdaq.
The Board believes that effecting the Reverse Stock Split may also improve
the marketability and liquidity of our Common Stock, make our Common Stock more attractive to a broader range of institutional and other
investors, and enhance our ability to access the capital markets and to attract and retain employees, directors and service providers
who receive equity-based compensation.
Although the Board believes that the Reverse Stock Split could help us
maintain our Nasdaq listing, there can be no assurance that the Reverse Stock Split, if effected, will increase the market price of our
Common Stock in proportion to the reduction in the number of outstanding shares or that the market price of our Common Stock will remain
at or above the level necessary to satisfy Nasdaq’s continued listing requirements.
Board Discretion; Ratio Selection
If Proposal 1 is approved and the Board determines to proceed with the
Reverse Stock Split, the Board will select the exact ratio within the approved range and file the Certificate of Amendment at such time
as the Board deems appropriate. In determining whether to implement the Reverse Stock Split and which ratio to select, the Board expects
to consider, among other things, the then-prevailing market price and trading volume of our Common Stock, our ability to satisfy Nasdaq
listing standards after the Reverse Stock Split, general market and economic conditions, the number of holders of our Common Stock following
the Reverse Stock Split, and the anticipated impact of the selected ratio on stockholder value and marketability.
Principal Effects of the Reverse Stock
Split
Reduction in outstanding shares. If the Reverse Stock Split is effected,
the number of issued and outstanding shares of our Common Stock will be reduced in accordance with the selected ratio. Except for the
rounding up of fractional shares described below, the Reverse Stock Split will affect all stockholders uniformly and will not alter any
stockholder’s percentage ownership interest in the Company or proportionate voting power.
Authorized shares. The number of authorized shares of Common Stock will
remain unchanged at 350,000,000 shares. As a result, the Reverse Stock Split will effectively increase the number of authorized but unissued
shares of Common Stock available for future issuance.
Par value; listing symbol; CUSIP. The par value of our Common Stock will
remain $0.0001 per share after the Reverse Stock Split. We expect our Common Stock to continue trading on Nasdaq under the symbol “LNAI,”
although a new CUSIP number would be assigned to the Common Stock following the effectiveness of the Reverse Stock Split.
Equity awards, warrants and other convertible securities. Proportionate
adjustments will be made, as appropriate and in accordance with the terms of the applicable instruments, to the number of shares of Common
Stock issuable upon the exercise, vesting, conversion or exchange of our outstanding options, warrants, restricted stock units and other
convertible or exercisable securities, as well as to the exercise or conversion prices thereof and to share reserves under our equity
compensation plans.
Anti-takeover and dilution considerations. Because the number of authorized
shares of Common Stock will not be reduced, the Reverse Stock Split will increase the number of authorized but unissued shares of Common
Stock available for issuance. Those additional shares could be used by us in future financings, strategic transactions, equity compensation
arrangements or other corporate purposes. The availability of additional authorized shares also could, under certain circumstances, make
a change in control of the Company more difficult or discourage attempts by third parties to acquire control of the Company.
Current plans for authorized but unissued shares. Other than as described
in this proxy statement, the Board has no current plans, proposals or arrangements to issue any of the additional authorized but unissued
shares of Common Stock that would become available as a result of the Reverse Stock Split. However, the Board reserves the right, consistent
with its fiduciary duties, to use such shares in the future for any proper corporate purpose, including but not limited to future financings,
strategic transactions, equity compensation arrangements or other purposes, without additional stockholder approval except as may be required
by applicable law or Nasdaq rules.
No going-private transaction. The Board has no present intent to effect
a “going private transaction” within the meaning of Rule 13e-3 under the Securities Exchange Act of 1934, as amended, and
the Reverse Stock Split is not being proposed as the first step in any such transaction.
Illustrative Effects of the Reverse Stock
Split
The following table shows, for illustrative purposes only, the approximate
effect of the Reverse Stock Split on the number of outstanding shares of Common Stock based on [ ·
]shares of Common Stock outstanding as of the Record Date. The actual number of post-split shares outstanding will depend on the ratio
selected by the Board and the treatment of fractional shares.
| Reverse Stock Split Ratio |
Approximate Shares Outstanding After Split |
Illustrative Per-Share Price if Record Date Price Were $0.49 |
| Current |
[ · ] |
$0.49 |
| 1-for-3 |
[ · ] |
$1.47 |
| 1-for-30 |
[ · ] |
$14.70 |
Treatment of Fractional Shares
No fractional shares of Common Stock will be issued in connection with
the Reverse Stock Split. Instead, any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be
automatically rounded up to the next whole share of Common Stock. Accordingly, no stockholder will receive a fractional share, and no
cash payment will be made in respect of any fractional share interest.
Registered stockholders holding shares in book-entry form will receive
information from our transfer agent regarding their post-split holdings. Beneficial owners holding shares through a bank, broker or other
nominee will have their positions adjusted in accordance with the nominee’s procedures. The rounding up of fractional shares will
result in a slight increase in the number of outstanding shares beyond the number that would result from a strict mathematical application
of the Reverse Stock Split ratio. The Company believes that rounding up fractional shares simplifies administration and avoids cash payments,
and any resulting dilution is expected to be immaterial.
Certain Risks Associated with the Reverse
Stock Split
● The Reverse Stock Split may not increase the price of
our Common Stock in proportion to the reduction in the number of outstanding shares, or at all.
● Even if the Reverse Stock Split initially
increases the market price of our Common Stock, the market price may decline thereafter, and we may remain unable to satisfy
Nasdaq’s continued listing requirements.
● The Reverse Stock Split may reduce the liquidity of our
Common Stock because fewer shares will be outstanding after the Reverse Stock Split, particularly if the market price does not increase
as a result of the Reverse Stock Split.
● The effective increase in the number of authorized but
unissued shares of Common Stock could be dilutive to existing stockholders if those shares are issued in the future.
Certain Material U.S. Federal Income
Tax Consequences
The following is a summary of certain material U.S. federal income tax
consequences of the Reverse Stock Split to U.S. holders that hold their shares of Common Stock as capital assets for U.S. federal income
tax purposes. This discussion does not address all holders or all tax considerations that may be relevant to a particular holder, nor
does it address any state, local or non-U.S. tax consequences.
The Reverse Stock Split is intended to qualify as a “recapitalization”
for U.S. federal income tax purposes. Accordingly, a U.S. holder generally should not recognize gain or loss upon the Reverse Stock Split.
Because fractional shares will be rounded up to the next whole share rather than cashed out, no taxable event is expected to arise from
the treatment of fractional shares. A U.S. holder’s aggregate tax basis in the shares of Common Stock received pursuant to the Reverse
Stock Split generally should equal the aggregate tax basis of the shares of Common Stock surrendered, and the holding period for the post-split
shares generally should include the holding period for the pre-split shares surrendered. The tax basis of any additional fractional share
received as a result of rounding up will be zero.
Holders are urged to consult their own tax advisors regarding the specific
tax consequences of the Reverse Stock Split in light of their particular circumstances.
Vote Required
Under Section 242(d)(2) of the Delaware General Corporation Law (the “DGCL”),
Proposal 1 will be approved if, at a meeting duly called and held, the votes cast FOR Proposal 1 exceed the votes cast AGAINST Proposal
1, provided that two conditions are satisfied at the time the Certificate of Amendment becomes effective: (i) the Common Stock is listed
on a national securities exchange immediately before the amendment becomes effective, and (ii) the Company meets the applicable listing
standard of such national securities exchange relating to the minimum number of holders immediately after the amendment becomes effective.
For purposes of Section 242(d)(2), the Company expects that the applicable Nasdaq requirement relates to the minimum number of public
holders for continued listing on the Nasdaq Capital Market. The Company will determine the applicable voting standard prior to filing
the Certificate of Amendment and will not proceed with the Reverse Stock Split unless the applicable stockholder approval standard has
been satisfied. The Company does not intend to rely on this voting standard and file the Certificate of Amendment unless it reasonably
believes that the conditions of Section 242(d)(2) of the DGCL are satisfied at the time of effectiveness.
Important Note Regarding Voting Standard: As described under “Risk
Factors” and “Background and Reasons for the Reverse Stock Split,” the Company is currently subject to a Nasdaq delisting
determination, and the Nasdaq Hearings Panel hearing was held on March 26, 2026. If the Company’s Common Stock is delisted from
Nasdaq before the Certificate of Amendment becomes effective, the conditions of Section 242(d)(2) of the DGCL will not be satisfied, and
the voting standard will default to Section 242(b)(1) of the DGCL, which requires the affirmative vote of holders of a majority of all
outstanding shares of Common Stock entitled to vote. Under that higher standard, abstentions and shares not voted (including broker non-votes,
if any) would have the same effect as votes AGAINST Proposal 1. Stockholders should be aware that the applicable voting standard may depend
on the Company’s listing status at the time the Board files the Certificate of Amendment with the Delaware Secretary of State.
Abstentions and broker non-votes, if any, will have no effect on Proposal
1 because they are not treated as votes cast for purposes of the applicable vote standard.
Board Recommendation
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL
1.
PROPOSAL 2 - ADJOURNMENT PROPOSAL
General
The Company is asking its stockholders to approve the adjournment of the
Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the
Special Meeting to approve Proposal 1. If Proposal 2 is approved, the persons named as proxies may adjourn the Special Meeting to a later
date or dates and use the additional time to solicit additional proxies in favor of Proposal 1.
If sufficient votes have been received to approve Proposal 1 at the time
of the Special Meeting, the Company does not currently intend to seek approval to adjourn the Special Meeting to solicit additional proxies.
Vote Required
Under Delaware law, Proposal 2 will be approved if the affirmative vote
of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal is obtained
at the Special Meeting. Abstentions will have the same effect as votes AGAINST Proposal 2.
Board Recommendation
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL
2.
MARKET PRICE AND DIVIDEND INFORMATION
Our Common Stock is listed on Nasdaq under the symbol “LNAI.”
On the last full trading day before the Record Date, the closing sale price of our Common Stock as reported on Nasdaq was $[ ·
] per share. We have never declared or paid cash dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable
future. The payment of any future dividends will be at the discretion of the Board and will depend on our results of operations, financial
condition, capital requirements and other factors the Board deems relevant.
RISK FACTORS
In deciding how to vote on the proposals described in this proxy statement,
you should carefully consider the risks described in this proxy statement, including the risks discussed under “Proposal 1 - Reverse
Stock Split Proposal.” You also should consider the risks described in our reports filed with the SEC, including our Annual Report
on Form 10-K for the fiscal year ended June 30, 2025 and our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025.
The Reverse Stock Split may not achieve its intended objectives, including
maintaining our Nasdaq listing, increasing the market price of our Common Stock or improving liquidity and marketability. In addition,
because the number of authorized shares of Common Stock will remain unchanged, the Reverse Stock Split will increase the number of authorized
but unissued shares available for future issuance, which could be dilutive to existing stockholders. Even if the Reverse Stock Split results
in compliance with Nasdaq’s minimum bid price requirement, the Company may remain subject to delisting if it fails to satisfy other
continued listing requirements, including stockholder distribution requirements, market value thresholds or Nasdaq’s discretionary
authority under its qualitative listing standards. If the Company is delisted from Nasdaq, its Common Stock may trade on the over-the-counter
market, which could adversely affect liquidity, market price and investor interest. Nasdaq also has broad discretionary authority to delist
securities even if quantitative standards are met.
FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements within the meaning
of the federal securities laws. Forward-looking statements generally may be identified by words such as “anticipate,” “believe,”
“could,” “expect,” “intend,” “may,” “plan,” “potential,” “should,”
“will,” “would” and similar expressions. These forward-looking statements include, among other things, statements
regarding the proposed Reverse Stock Split, the anticipated effects of the Reverse Stock Split, our ability to maintain compliance with
Nasdaq listing requirements, the timing of the Reverse Stock Split, and our future plans and objectives.
Forward-looking statements are based on current expectations and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such
statements. You should not place undue reliance on forward-looking statements. Except as required by applicable law, we disclaim any obligation
to update any forward-looking statement to reflect events or circumstances occurring after the date of this proxy statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership
of our Common Stock as of April 10, 2026 by (i) each person known by us to beneficially own more than 5% of our outstanding Common Stock,
(ii) each of our directors and named executive officers, and (iii) all of our current directors and executive officers as a group. Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities
and securities that a person has the right to acquire within 60 days.
The percentages in the table below are based on [ ·
] shares of Common Stock outstanding as of April 10, 2026, plus, for each person or group, any securities that such person or group
has the right to acquire within 60 days after April 10, 2026.
| Name of Beneficial Owner |
Number of Shares Beneficially Owned (1) |
Percent of Class (1) |
| David Weinstein |
[ · ] |
[ · ] |
| Nathen Fuentes |
[ · ] |
[ · ] |
| James A. McNulty |
[ · ] |
[ · ] |
| Douglas W. Calder |
[ · ] |
[ · ] |
| Mark A. Collins, Ph.D. |
[ · ] |
[ · ] |
| All current directors and executive officers as a group (5 persons) |
[ · ] |
[ · ] |
| Paseco ApS (2) |
[ · ] |
[ · ] |
| Laksya Ventures, LLC (3) |
[ · ] |
[ · ] |
| William Anderson Wittekind (4) |
[ · ] |
[ · ] |
| Rene Sindlev (5) |
[ · ] |
[ · ] |
* Represents less than 1%
(1) Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to securities and securities that a person has the right to acquire
within 60 days.
(2) Address of Paseco ApS: Vedbaek Strandvej 506, Vedbaek 2950, Denmark.
(3) Address of Laksya Ventures, LLC.: 550 Okeechobee Blvd. West Palm
Beach, FL 33401, United States.
(4) Address of William Anderson Wittekind: 8581 Santa Monica Blvd., #317,
West Hollywood, California 90069.
(5) Address of Rene Sindlev: Stumpedyssevej 17, 2970 Hørsholm, Denmark.
INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate
of any director or executive officer, or any other person has any substantial interest, direct or indirect, by security holdings or otherwise,
in Proposal 1 or Proposal 2 that is not shared by all other holders of the Company’s Common Stock. The Reverse Stock Split, if effected,
will affect all holders of Common Stock uniformly and will not alter any stockholder’s percentage ownership interest in the Company
or proportionate voting power (subject only to the rounding up of fractional shares).
NO APPRAISAL RIGHTS
Under the Delaware General Corporation Law, our Certificate of Incorporation,
as amended, and our Amended and Restated Bylaws, our stockholders are not entitled to appraisal or dissenter’s rights with respect
to Proposal 1 or Proposal 2.
OTHER MATTERS
As of the date of this proxy statement, the Board knows of no matters other
than those described in this proxy statement that will be presented for action at the Special Meeting. If any other matters properly come
before the Special Meeting, the persons named in the accompanying form of proxy card intend to vote the shares represented by the proxies
in accordance with their judgment.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
SHARING AN ADDRESS
The SEC has adopted rules that permit companies and intermediaries, such
as brokers, to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by
delivering a single set of proxy materials addressed to those stockholders. This practice, known as “householding,” can reduce
printing and mailing costs. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate
copy of the proxy materials, please contact your bank, broker or other nominee or contact us at ir@lunaibioworks.com.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the SEC. SEC filings are available to the public at the SEC’s website at www.sec.gov. Our SEC filings also are available on our
corporate website. Information contained on, or accessible through, our website is not incorporated by reference into this proxy statement
and does not constitute a part of these proxy materials.
If you have questions regarding the Special Meeting or would like additional
copies of any of the documents referred to in this proxy statement, please contact Lunai Bioworks, Inc., 3400 Cottage Way, Suite G2, #3256,
Sacramento, California 95825, Attention: Investor Relations, email: ir@lunaibioworks.com.
By Order of the Board of Directors,
David Weinstein
Chief Executive Officer and Director
April 2026
ANNEX A
FORM OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE
OF INCORPORATION
OF LUNAI BIOWORKS, INC.
Lunai Bioworks, Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. The Board of Directors of the Corporation duly adopted resolutions setting
forth this Certificate of Amendment, declaring this Certificate of Amendment advisable and directing that it be submitted to the stockholders
of the Corporation for approval.
2. This Certificate of Amendment was duly approved by the stockholders
of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
3. Article FIFTH of the Corporation’s Certificate of Incorporation,
as amended, is hereby amended by adding the following paragraph at the end thereof:
“Upon the effectiveness (the “Effective Time”)
of this Certificate of Amendment, each [that whole number no less than three and no greater than 30] determined by the Board of
Directors of the Corporation in its sole discretion) shares of Common Stock, par value $0.0001 per share, of the Corporation issued and
outstanding immediately prior to the Effective Time shall, automatically and without any further action on the part of the Corporation
or the holders thereof, be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock, subject to the treatment
of fractional share interests as described below (the “Reverse Stock Split”). The exact reverse stock split ratio shall be
determined by the Board of Directors of the Corporation within the range approved by the Corporation’s stockholders and shall be
publicly announced by the Corporation prior to the Effective Time. No fractional shares of Common Stock shall be issued in connection
with the Reverse Stock Split. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split shall be automatically
rounded up to the next whole share of Common Stock. Each certificate that, immediately prior to the Effective Time, represented shares
of Common Stock (“Old Certificates”), if any, shall thereafter represent the number of whole shares of Common Stock into which
the shares of Common Stock represented by the Old Certificates shall have been combined, subject to the rounding up of fractional shares
as provided herein, until the holder thereof has surrendered the Old Certificates in accordance with the procedures established by the
Corporation or its transfer agent.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment
to be executed by its duly authorized officer on this ___ day of __________, 2026.
| LUNAI BIOWORKS, INC. |
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| By: |
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| Name: |
David Weinstein |
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| Title: |
Chief Executive Officer |
|
ANNEX B
ILLUSTRATIVE FORM OF PROXY CARD
LUNAI BIOWORKS, INC.
Special Meeting of Stockholders
May 4, 2026 at 9:00 a.m. Eastern Time
This proxy is solicited on behalf of the Board of Directors
of Lunai Bioworks, Inc.
The undersigned hereby appoints David Weinstein, with full power of substitution,
as proxy to represent and vote all shares of Common Stock of Lunai Bioworks, Inc. that the undersigned is entitled to vote at the Special
Meeting of Stockholders to be held on May 4, 2026 at 9:00 a.m., Eastern Time, via live webcast at www.virtualshareholdermeeting.com/LNAI2026SM
and at any adjournment or postponement thereof, upon the matters set forth below and in the proxy statement and, in the proxy’s
discretion, upon such other matters as may properly come before the Special Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2.
| Proposal |
FOR |
AGAINST |
ABSTAIN |
| Proposal 1. Reverse Stock Split Proposal. To approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect, at the option of the Board, a reverse stock split of the Company’s Common Stock at a ratio in the range of 1-for-3 to 1-for-30, inclusive, with the exact ratio to be determined by the Board in its sole discretion and publicly announced before the effective time of the reverse stock split. |
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☐ |
☐ |
| Proposal 2. Adjournment Proposal. To approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal 1. |
☐ |
☐ |
☐ |
NOTE: Such other business as may properly come before the Special Meeting
or any adjournment or postponement thereof.
Please sign exactly as your name appears on your proxy card. Joint owners
should each sign. When signing as attorney, executor, administrator, trustee or other fiduciary, please give full title as such. If a
corporation or partnership, sign in the full corporate or partnership name by an authorized officer.
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| Signature |
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Date |
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| Signature (if held jointly) |
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Date |
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting: This Proxy Statement and the accompanying form of proxy card are available at www.proxyvote.com.
Voting Instructions
Vote by Internet: Go to www.proxyvote.com and follow the instructions
provided on your proxy card or voting instruction form.
Vote by Telephone: Call 1-800-690-6903 and follow the recorded
instructions.
Vote by Mail: Mark, sign and date your proxy card and return
it in the postage-paid envelope provided.
Internet and telephone voting will be available until 11:59
p.m., Eastern Time, on May 3, 2026.
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