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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): October 31, 2025
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) |
|
(IRS Employer Identification
Number) |
2080
Century Park East, Suite 906
Los Angeles, CA |
|
90067 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (734) 369-2555
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 (see General Instruction A.2. below):
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Shares, par value $0.0001 per share |
LNAI |
The
Nasdaq Stock Market LLC |
Item
5.07 Submission of Matters to a Vote of Security Holders.
An
annual meeting of our shareholders was held on October 31, 2025 (the “Annual Meeting”). At the Annual Meeting, our shareholders
voted on each of the following four matters:
| 1. | To
elect four directors to serve until the Company’s 2026 annual meeting of stockholders
or until their successors are duly elected and qualified (“Election of Directors”); |
| 2. | To
approve by a non-binding advisory vote the compensation of the Company’s named executive
officers, as disclosed in this proxy statement (the “Say-on-Pay Proposal”); |
| 3. | To
approve by a non-binding advisory vote the appointment of Sadler, Gibb & Associates LLC
(“Sadler”) as the Company’s independent registered public accounting
firm for the fiscal year ending June 30, 2026 (the “Auditor Ratification Proposal”);
and |
| 4. | To
approve proposed amendments to the Renovaro Biosciences, Inc. 2023 Equity Incentive Plan,
as amended, in substantially the form attached to the proxy statement as Annex A (the “Incentive
Plan Proposal”). |
According
to the final vote, the Company’s stockholders approved proposals 1, 2, 3, and 4.
The
final vote results for each of these four matters is set forth below.
Proposal
1: Election of Eight Directors
| | |
For | |
Withheld | |
Broker Non-Vote1 |
| David Weinstein | |
| 7,539,245 | | |
| 202,737 | | |
| — | |
| James McNulty | |
| 7,368,045 | | |
| 373,937 | | |
| — | |
| Douglas W. Calder | |
| 7,343,710 | | |
| 398,272 | | |
| — | |
| Mark A, Collins | |
| 7,368,381 | | |
| 373,601 | | |
| — | |
1
The Company received a total of 1,314, 903 Broker Non-Votes, which were not broken down for each director
The
election of directors described above was conducted in accordance with the applicable requirements of Nasdaq Listing Rule 5605(e), which
governs the process for the election of directors and requires that a majority of the board’s members be independent directors
as defined in Nasdaq Listing Rule 5605(a)(2). The Company further confirms that the director nomination and election process complied
with all applicable Nasdaq corporate governance standards, including those relating to the composition and independence of the Nominating
and Corporate Governance Committee under Rule 5605(e)(1) and the shareholder approval and voting requirements under Rule 5620. The election
of directors at the Annual Meeting was duly conducted and is in compliance with Nasdaq’s corporate governance and voting standards.
Accordingly,
stockholders elected all director nominees to hold office for terms expiring at the Company’s 2026 annual meeting of stockholders.
Proposal
2: Approval of Say-on-Pay Proposal
| For: | |
| 5,548,091 | |
| Against: | |
| 2,182,131 | |
| Abstain: | |
| 11,760 | |
| Broker Non-Vote | |
| 1,314,903 | |
Accordingly,
stockholders approved by a non-biding advisory vote the compensation of the Company’s named executive officers.
Proposal
3: Approval of Independent Auditor
| For: | |
| 8,836,759 | |
| Against: | |
| 18,002 | |
| Abstain: | |
| 202,124 | |
| Broker Non-Vote | |
| — | |
Accordingly,
stockholders approved by a non-biding advisory vote Sadler as the Company’s independent registered public accounting firm.
Proposal
3: Approval of Amendments to 2023 Equity Incentive Plan
| For: | |
| 6,956,477 | |
| Against: | |
| 574,336 | |
| Abstain: | |
| 211,169 | |
| Broker Non-Vote | |
| 1,314,903 | |
Accordingly,
stockholders approved the amendments to the Company’s 2023 Equity Incentive Plan.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
Description |
|
|
| 104 |
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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.
| |
David Weinstein |
| |
|
| |
By: |
/s/
David Weinstein |
| |
|
David Weinstein |
| |
|
Chief Executive Officer |
| |
|
| Date: November 3, 2025 |
|
4
