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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 Exchange
Act of 1934
Date of Report (Date of earliest event reported): May
20, 2026
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) |
(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
the Act:
| 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
Exchange Act 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 Exchange Act. ☐
Item 8.01. Other Events.
On May 20, 2026, Lunai Bioworks, Inc. (the “Company”)
issued a press release announcing that it intends to effect a reverse stock split of its issued and outstanding common stock, par value
$0.0001 per share (the “Common Stock”), at a ratio of 1-for-8 (the “Reverse Stock Split”). The Reverse
Stock Split is expected to become effective at 12:01 a.m. Eastern Time on May 22, 2026, and the Company’s Common Stock is expected
to begin trading on a split-adjusted basis on The Nasdaq Capital Market at the opening of trading on May 22, 2026, under the existing
trading symbol “LNAI.”
The Company’s Common Stock will trade under
a new CUSIP number, 29350E302 following the effectiveness of the Reverse Stock Split.
A copy of the press release is filed herewith as Exhibit
99.1 and incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
Description |
| 99.1 |
Press Release issued by Lunai Bioworks, Inc., dated May 20, 2026 (furnished herewith) |
| 104 |
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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: May 20, 2026 |
|
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
LUNAI BIOWORKS, INC. ANNOUNCES REVERSE STOCK SPLIT
SACRAMENTO, California — May 20, 2026 —
Lunai Bioworks, Inc. (Nasdaq: LNAI) (the “Company”) today announced that it will effect a reverse stock split of
its issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-8 (the
“Reverse Stock Split”). The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on May 22,
2026, and the Company’s Common Stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market at the
opening of trading on May 22, 2026, under the existing trading symbol “LNAI.”
The Company’s Common Stock will trade under
a new CUSIP number, 29350E302 following the effectiveness of the Reverse Stock Split.
At the Company’s Special Meeting of Stockholders
held on May 8, 2026, the Company’s stockholders approved a proposal authorizing the Company’s Board of Directors to amend
the Company’s Certificate of Incorporation to effect a reverse stock split of the 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 Board of Directors subsequently approved the final 1-for-8 Reverse Stock Split ratio.
The Reverse Stock Split is intended primarily to increase
the market price per share of the Company’s Common Stock to assist the Company in regaining compliance with Nasdaq Listing Rule
5550(a)(2), which requires a minimum bid price of at least $1.00 per share for continued listing on The Nasdaq Capital Market. The Company
previously effected a 1-for-10 reverse stock split on September 30, 2025.
As a result of the Reverse Stock Split, every 8 shares
of issued and outstanding Common Stock will automatically be combined into one issued and outstanding share of Common Stock. The Reverse
Stock Split will not change the par value of the Common Stock or the number of authorized shares of Common Stock. The Reverse Stock Split
will reduce the number of issued and outstanding shares of Common Stock from approximately 36,271,119 shares to approximately 4,533,890
shares, subject to adjustment for the treatment of fractional shares.
No fractional shares will be issued in connection
with the Reverse Stock Split. Any fractional share that would otherwise result from the Reverse Stock Split will be automatically rounded
up to the next whole share at the registered stockholder or DTC participant level, as applicable. Registered stockholders holding shares
in book-entry form will receive information from the Company’s 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 procedures of their bank,
broker or nominee.
The Company’s transfer agent, Securities Transfer
Corporation, will act as exchange agent for the Reverse Stock Split. Stockholders holding shares electronically in book-entry form are
not required to take any action to receive post-split shares.
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.
Lunai Bioworks (Nasdaq: LNAI) is an AI-driven life
sciences company advancing drug discovery and chemical defense through its integrated platform. Lunai combines clinical data, machine
learning, and in vivo validation to identify disease biology and develop precision therapeutics. The Company is focused on central nervous
system diseases and oncology, with a mission to reduce development timelines and improve clinical success rates.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of applicable federal securities laws. Forward-looking statements include, without limitation, statements regarding
the expected timing and effectiveness of the Reverse Stock Split, the expected commencement of split-adjusted trading, the Company’s
ability to regain or maintain compliance with Nasdaq continued listing requirements, and the expected effects of the Reverse Stock Split
on the Company’s capitalization, trading price, liquidity and stockholders.These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks that the Reverse
Stock Split may not result in a sustained increase in the market price of the Common Stock; may result in reduced liquidity, wider bid-ask
spreads or increased volatility; may not enable the Company to regain or maintain compliance with Nasdaq Listing Rule 5550(a)(2) or other
Nasdaq continued listing requirements; may be subject to Nasdaq, FINRA, DTC or other processing delays; and may be affected by general
market conditions, trading prices, investor acceptance and the determinations of the Nasdaq Hearings Panel. Additional risks and uncertainties
are described in the Company’s filings with the U.S. Securities and Exchange Commission, including the risk factors in the Company’s
most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor Contact
Lunai Bioworks, Inc.
3400 Cottage Way, Suite G2, #3256
Sacramento, California 95825
Email: ir@lunaibioworks.com
