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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities ExchangeAct of 1934
Date of Report (Date of earliest event
reported): February 6, 2026
LUNAI BIOWORKS,
INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-38751 |
|
45-2259340 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
3400 Cottage Way, Suite G2, #3256
Sacramento, California 95825
(Address of principal executive
offices)
+1 (424) 222-9301
(Registrant’s
telephone number, including area code)
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:
| ☐ |
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)) |
Securities registered pursuant
to Section 12(b) of theAct:
| Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.0001 per share |
|
LNAI |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging
growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities ExchangeAct of 1934
(§240.12b-2 of this chapter).
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 Exchang Act. ☐
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 6, 2026, Lunai Bioworks, Inc. (the “Company”)
received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that Nasdaq staff has determined to delist the Company’s securities from The Nasdaq Capital Market.
The Notice states that the Company is not in compliance with Nasdaq Listing
Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, as the bid price of the Company’s securities closed below
$1.00 per share for 30 consecutive business days from December 23, 2025 through February 5, 2026.
Although companies are typically provided a 180-calendar-day compliance
period to regain compliance with the minimum bid price requirement, the Notice further states that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv),
the Company is not eligible for any compliance period because it effected a reverse stock split within the prior one-year period, specifically
a 1-for10 reverse stock split on September 30,2025. As a result, Nasdaq has determined that the Company’s securities are subject
to delisting.
Unless the Company timely requests a hearing to appeal Nasdaq staff’s
determination by February 13, 2026, the Company’s securities will be suspended from trading on The Nasdaq Capital Market at the
opening of business on February 18, 2026, and Nasdaq will file a Form 25 with the Securities and Exchange Commission to effect the delisting
and deregistration of the Company’s securities under Section 12(b) of the Securities Exchange Act of 1934.
The Company has filed a request for a hearing before the Nasdaq Hearings Panel
to appeal Nasdaq staff’s determination. A timely hearing request will stay the suspension of the Company’s securities and
the filing of the Form 25 pending the outcome of the hearing. There can be no assurance that the appeal will be successful.
Item 7.01.
Regulation FD Disclosure.
In accordance
with Nasdaq Listing Rule 5810(b), the Company is issuing this Current Report on Form 8-K to publicly disclose receipt of the Nasdaq staff
determination letter described above.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s
intentions, plans, and expectations with respect to any appeal of Nasdaq’s delisting determination and potential actions to regain
compliance with Nasdaq listing requirements. These forward-looking statements are based on current expectations and are subject to risks
and uncertainties that could cause actual results to differ materially, including the risk that the Company may not be able to regain
compliance or that an appeal, if pursued, may not be successful. The Company undertakes no obligation to update these forward-looking
statements except as required by law.
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.
| |
LUNAI BIOWORKS, INC. |
| |
|
| |
By: |
/s/ David Weinstein |
| |
Name: |
David Weinstein |
| |
Title: |
Chief Executive Officer |
| |
|
| Date: February 12, 2026 |
|
