Renovaro SEC Filings

Lunai Bioworks Inc. reported that it has re‑established compliance with Nasdaq Listing Rule 5620(a) after holding its annual meeting of shareholders on October 31, 2025.

Nasdaq had notified the company on July 7, 2025 that it was not in compliance for not holding an annual meeting within one year of its fiscal year end. Following the October 31 meeting, Nasdaq determined the company now complies with the rule and closed the matter.

Lunai Bioworks, Inc. reported the results of its annual meeting, with stockholders approving all four proposals. Shareholders elected eight directors to serve until the 2026 annual meeting, with the election conducted in accordance with Nasdaq Listing Rule 5605(e). The company recorded 1,314,903 broker non-votes in the director elections.

On executive pay, the say‑on‑pay advisory proposal passed with 5,548,091 votes for, 2,182,131 against, and 11,760 abstentions, with 1,314,903 broker non‑votes. Stockholders also approved the appointment of Sadler as the independent registered public accounting firm with 8,836,759 for, 18,002 against, and 202,124 abstentions. Amendments to the 2023 Equity Incentive Plan were approved with 6,956,477 for, 574,336 against, 211,169 abstentions, and 1,314,903 broker non‑votes.

Lunai Bioworks reported a Nasdaq compliance notice tied to market value. On October 27, 2025, the company received notice that it no longer meets the Nasdaq Capital Market’s $35 million minimum Market Value of Listed Securities requirement after being below that level for 30 consecutive business days. Lunai has 180 calendar days, until April 27, 2026, to regain compliance by maintaining an MVLS of $35 million or more for at least 10 consecutive business days.

The notice has no immediate effect on the listing, and the common stock will continue trading on Nasdaq under the symbol LNAI. If compliance is not regained by the deadline, Nasdaq may move to delist, and the company could appeal to a Nasdaq Hearings Panel, which would stay any delisting pending a decision. Lunai Bioworks said it will monitor MVLS and may consider corporate actions during the compliance period.

Lunai Bioworks regained Nasdaq compliance with Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Nasdaq determined the company met the standard after the closing bid price was at least $1.00 for eleven consecutive business days from September 30, 2025 to October 14, 2025.

The company had previously received notice on April 14, 2025 that it was below the minimum bid price requirement. Lunai announced the compliance update in a press release dated October 16, 2025, filed as Exhibit 99.1.

Lunai Bioworks, Inc. will hold its 2025 Annual Meeting on October 31, 2025, at 10:00 a.m. ET via live webcast. Stockholders of record on October 3, 2025 may vote on four proposals: elect four directors, a non-binding say‑on‑pay, ratify Sadler, Gibb & Associates LLC as auditor for fiscal 2026, and approve amendments to the 2023 Equity Incentive Plan.

The plan amendments would increase authorized shares to 3,476,722 (an increase of 3,042,655), add an evergreen that adjusts annually so available awards equal 15% of outstanding shares (subject to limits), add equitable adjustments, require dividends on unvested awards to accrue until vesting, prohibit option/SAR repricing without stockholder approval, clarify share counting rules, and specify change‑in‑control treatment. The Board recommends voting FOR all proposals.

There were 23,178,153 shares of common stock outstanding as of the record date. The company effected a 1‑for‑10 reverse split on September 30, 2025, and plan share figures reflect this adjustment.

Lunai Bioworks, Inc. is a pre-clinical biotechnology company that develops AI-driven multi-omic diagnostic and therapeutic tools and completed several strategic acquisitions to expand its AI and diagnostics capabilities.

The company reported a cash balance of $92,700, an accumulated deficit of $510,462,570 and a working capital deficit of $28,109,502, and discloses substantial doubt about its ability to continue as a going concern for one year after issuance of the financial statements. Lunai completed acquisitions (including Renovaro Cube and GEDi Cube) and recorded related contingent consideration and share issuances. At June 30, 2025 the company had 177,392,907 shares outstanding (up from 158,452,644 the prior year) and significant stock-based compensation expense of $3,313,291 for the year. The company also had multiple convertible and promissory notes outstanding and disclosed a subsequent debt-for-equity exchange that resulted in issuance of 53.6 million shares upon conversion of $16.1 million of convertible notes.

Lunai Bioworks Inc. received a joint Schedule 13G from Laksya Ventures Inc. and Neil Persh reporting beneficial ownership of 22,163,978 shares of common stock, representing 9.6% of 230,928,963 shares outstanding (per the issuer's Schedule 14A as of July 15, 2025). The 22,163,978 shares comprise 18,997,168 shares issued to Laksya Ventures upon conversion of convertible notes, 500,000 shares held directly by Laksya Ventures, and 2,666,810 shares held directly by Mr. Persh. Laksya Ventures is owned and controlled by Mr. Persh, who exercises sole voting and dispositive power over the reported shares. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Lunai Bioworks, Inc. announced a 1-for-10 reverse stock split of its common stock effective at 12:01 a.m. New York time on September 29, 2025. As approved by stockholders on August 15, 2025, the Board elected the maximum 1-for-10 ratio, combining every ten issued and outstanding shares into one share while leaving par value and the number of authorized common shares unchanged at 350,000,000.

Following the split, the company states outstanding shares will be reduced from 231,780,434 to approximately 23,178,096 after rounding up fractional shares. The reverse-split-adjusted common stock will begin trading on The Nasdaq Capital Market on September 30, 2025 under the trading symbol "LNAI" and a new CUSIP of 29350E203. The Certificate of Amendment and a press release are filed as exhibits to the Current Report.