Lunai Bioworks (NASDAQ: LNAI) secures $20M CNS Alzheimer’s deal and converts secured debt

Rhea-AI Filing Summary

Lunai Bioworks, Inc. entered debt exchange agreements with three noteholders, who agreed to cancel an aggregate $828,770.14 of secured promissory note principal and interest in return for 3,909,293 common shares at an implied price of $0.21 and warrants for 1,433,621 additional shares at a $0.21 exercise price, expiring on March 24, 2036.

The company also signed a binding $20.0 million Acquisition Agreement with Clemann Group SAS for blood-brain barrier delivery technology and CNS Alzheimer’s drug assets, structured as Series B Convertible Preferred Stock with a fixed $1.50 conversion price and a 19.9% beneficial ownership limitation, with no variable pricing or resets.

Positive

• $20.0 million strategic investment in Series B Convertible Preferred Stock at a fixed $1.50 conversion price strengthens capital while acquiring CNS blood-brain barrier technology and Alzheimer’s assets.
• Exchange of $828,770.14 in secured promissory note obligations for equity and warrants reduces secured debt and extends investor alignment with Lunai’s equity upside.

Negative

• None.

Insights

Biotech & Capital Structure Analyst

Lunai converts debt to equity and secures $20M CNS platform deal.

Lunai Bioworks is reducing leverage while adding strategic capital. Holders of secured promissory notes are exchanging $828,770.14 of principal and interest for 3.9M common shares plus 1.43M warrants at $0.21, extending equity participation through 2036.

Separately, a binding Acquisition Agreement brings a blood-brain barrier delivery platform and CNS Alzheimer’s assets via $20.0 million of Series B Convertible Preferred Stock. The fixed $1.50 conversion price, 19.9% beneficial ownership cap, and lack of variable or reset features indicate structured, capped dilution aligned with Nasdaq requirements.

The combined actions swap secured debt for equity-linked securities and add preferred equity earmarked to acquire CNS technology. Future filings detailing closing of the transaction and integration progress will clarify how quickly these assets contribute to Lunai’s development pipeline.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Debt exchanged: $828,770.14 Exchange shares issued: 3,909,293 shares Warrants issued: 1,433,621 warrants +5 more

8 metrics

Debt exchanged $828,770.14 Aggregate principal and interest cancelled under Investor Notes

Exchange shares issued 3,909,293 shares Common stock for debt exchange at implied $0.21 per share

Warrants issued 1,433,621 warrants Common stock purchase warrants at $0.21 exercise price

Warrant exercise price $0.21 per share Exercise price for common stock purchase warrants

Warrant expiration March 24, 2036 Expiration date for warrants issued in debt exchange

Strategic investment size $20.0 million Series B Convertible Preferred Stock for CNS acquisition

Preferred conversion price $1.50 per share Fixed conversion price of Series B Convertible Preferred

Beneficial ownership cap 19.9% Beneficial ownership limitation on Series B Preferred conversion

Key Terms

Series B Convertible Preferred Stock, beneficial ownership limitation, Section 3(a)(9), blood-brain barrier, +2 more

6 terms

Series B Convertible Preferred Stock financial

"The Transaction is structured as a $20.0 million strategic investment in the Company in the form of Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

beneficial ownership limitation financial

"with a fixed conversion price of $1.50 per share, subject to a 19.9% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Section 3(a)(9) regulatory

"The Company intends to rely upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

blood-brain barrier medical

"acquire certain blood-brain barrier delivery technology and central nervous system Alzheimer’s drug assets"

A protective barrier of tightly packed cells and supporting tissue that controls what substances in the blood can enter the brain, acting like a security checkpoint that keeps out most pathogens and many drugs while allowing essential nutrients through. For investors, the barrier matters because whether a therapy can cross or safely bypass it often determines clinical success, regulatory approval and commercial potential for treatments of brain disorders.

central nervous system Alzheimer’s drug assets medical

"acquire blood-brain barrier (BBB) delivery technology and central nervous system (CNS) Alzheimer’s drug assets"

secured promissory notes financial

"three of the Company’s holders of secured promissory notes (the “Investor Notes”)"

Secured promissory notes are written IOUs in which a borrower promises to repay a specific sum with interest and pledges particular assets as security that the lender can claim if payments stop. Investors care because the pledged assets lower the chance of loss: holders of secured notes have priority to seize or sell that collateral ahead of unsecured creditors in a default, making these notes generally safer than unsecured loans—like a mortgage secured by a house.

Understanding 8-K Material Events →

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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): March 24, 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 #32562

Sacramento, CA 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 Exchange Act. ☐

1

Item 1.01 Entry into a Material Definitive Agreement

On March 24, 2026, Lunai Bioworks, Inc. (the “Company”) entered into separate debt exchange agreements (collectively, the “Debt Exchange Agreements”) with three of the Company’s holders (each a “Holder”) of secured promissory notes (the “Investor Notes”). Pursuant to the Debt Exchange Agreements, the Holders agreed to cancel and extinguish an aggregate of $828,770.14 of outstanding principal and accrued interest owed under the Investor Notes in exchange for an aggregate of 3,909,293 shares of the Company’s common stock, par value $0.0001 per share (the “Exchange Shares”), and common stock purchase warrants to acquire an aggregate of 1,433,621 additional shares of common stock (the “Warrants”).

The Exchange Shares are issuable at an implied exchange price of $0.21 per share. Each Warrant, once issued, will be immediately exercisable for one share of common stock at an exercise price of $0.21 per share and will expire on March 24, 2036.

The closing of the transactions contemplated by the Debt Exchange Agreements is subject to the satisfaction of the conditions set forth therein, including the submission by the Company of a Listing of Additional Shares Notification Form to The Nasdaq Capital Market prior to the issuance of the Exchange Shares and the shares issuable upon exercise of the Warrants, the absence of Nasdaq comments or the clearance of any such comments, approval by the Company’s board of directors and delivery of duly executed agreements. At the closing, the Company will instruct its transfer agent to issue the Exchange Shares to the applicable Holder, issue the Warrants to the applicable Holder, cancel the applicable Investor Notes and release the related security interests under that certain Amended and Restated Security Agreement dated January 2, 2024, as amended.

The foregoing description of the Debt Exchange Agreements and the Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Debt Exchange Agreement and form of Common Stock Purchase Warrant filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K.

Binding Agreement with Clemann Group

On March 26, 2026, the Company entered into a binding agreement (the “Acquisition Agreement”) with Clemann Group, SAS, or its assignee (the “Seller”), pursuant to which the Company agreed to acquire certain blood-brain barrier delivery technology and central nervous system Alzheimer’s drug assets (the “Transaction”).

The Transaction is structured as a $20.0 million strategic investment in the Company in the form of Series B Convertible Preferred Stock (the “Preferred Stock”), with a fixed conversion price of $1.50 per share, subject to a 19.9% beneficial ownership limitation. The Preferred Stock does not contain any variable pricing or reset provisions.

Pursuant to the Acquisition Agreement, the Company will acquire technology designed to facilitate delivery of therapeutics across the blood-brain barrier, along with associated central nervous system Alzheimer’s drug assets. The acquired platform is intended to enable compounds to cross the blood-brain barrier, remain inactive systemically and activate within the brain, targeting pathways associated with acetylcholinesterase modulation and other neurological mechanisms.

The Acquisition Agreement contains customary representations, warranties, covenants and closing conditions. The closing of the Transaction remains subject to the satisfaction of customary conditions, and there can be no assurance that the Transaction will be completed on the terms described above, or at all.

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which will be filed as an exhibit to a subsequent filing, if required.

2

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under the heading “Debt Exchange Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company intends to rely upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, and, to the extent applicable, Section 4(a)(2) thereof, in connection with the issuance of the Exchange Shares and Warrants contemplated by the Debt Exchange Agreements. No commission or other remuneration was paid for soliciting the exchanges, and the transactions did not involve any public offering.

Item 8.01 Other Events

On March 23, 2026, the Company’s board of directors approved the debt exchange transactions contemplated by the Debt Exchange Agreements and determined that such transactions were in the best interests of the Company and its stockholders.

On March 26, 2026, the Company issued a press release announcing the execution of the Acquisition Agreement described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
4.1	Form of Common Stock Purchase Warrant
10.1	Form of Exchange Agreement
99.1	Press Release dated March 26, 2026

3

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
March 30, 2026

4

EXHIBIT 99.1

Press Release

Lunai Bioworks Executes $20M Strategic Transaction at Fixed $1.50 Conversion, Acquiring BBB Delivery Platform for CNS Alzheimer’s Therapies with Broad CNS Delivery Applications

Sacramento, CA — March 26, 2026 — Lunai Bioworks, Inc. (NASDAQ: LNAI) today announced it has executed a binding $20 million strategic transaction to acquire blood-brain barrier (BBB) delivery technology and central nervous system (CNS) Alzheimer’s drug assets from the Clemann Group, SAS or its assignee.

The transaction is structured as Series B Convertible Preferred at a fixed conversion price of $1.50 per share, subject to a 19.9% beneficial ownership limitation. The structure contains no variable pricing or reset provisions, strengthening the Company’s equity position while remaining NASDAQ compliant.

This acquisition brings a delivery platform to Lunai that addresses one of the most significant bottlenecks in CNS drug development: effectively transporting therapeutics into the brain. The underlying chemistry allows compounds to cross the blood-brain barrier, remain inactive in the body, and then activate specifically inside the brain. The platform’s mechanism of action targets pathways central to acetylcholinesterase modulation in the brain, which are broadly implicated in neurological disease.

What makes this important is that it directly strengthens Lunai’s CNS Alzheimer’s pipeline by pairing precise biological target identification with a proven delivery method. At the same time, it expands the Company’s ability to develop next-generation treatments across a broad range of CNS disorders where traditional drugs struggle to penetrate the brain effectively, offering the potential for improved safety and efficacy.

“This is a step-change in our capabilities,” said David Weinstein, CEO of Lunai Bioworks. “We are now combining the ability to identify the right biology with a validated mechanism to deliver therapies directly into the brain. This has profound implications for how we treat Alzheimer’s and other complex CNS diseases that have historically been unreachable.”

About Lunai Bioworks
Lunai Bioworks (NASDAQ: LNAI) is an AI-driven life sciences company advancing drug discovery through its integrated platform. The Company combines clinical data, machine learning, and in vivo validation to identify disease biology and develop precision therapeutics. Lunai 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 the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. These risks include, but are not limited to, the ability to complete the transaction on anticipated terms, the successful integration of acquired technologies, the advancement of product candidates through development, regulatory approvals, and the Company’s ability to maintain compliance with Nasdaq listing requirements. Lunai undertakes no obligation to update any forward-looking statements except as required by law.

Contact

Media Relations

Lunai Bioworks, Inc.

Email: info@lunaibioworks.com

FAQ

What debt exchange did Lunai Bioworks (LNAI) announce in this 8-K?

Lunai Bioworks agreed with three noteholders to cancel $828,770.14 of secured promissory note principal and interest. In exchange, the holders receive 3,909,293 common shares and warrants to buy 1,433,621 additional shares at $0.21 per share.

How many shares and warrants are issued in Lunai Bioworks’ debt exchange?

The agreements provide 3,909,293 common shares at an implied $0.21 price plus warrants for 1,433,621 shares. Each warrant is exercisable at $0.21 per share and expires on March 24, 2036, extending potential future equity issuance.

What is the size and structure of Lunai Bioworks’ $20M Clemann Group transaction?

The Clemann Group deal is a $20.0 million strategic investment structured as Series B Convertible Preferred Stock. It carries a fixed $1.50 conversion price, a 19.9% beneficial ownership limitation, and no variable pricing or reset features, capping dilution mechanics.

What technology is Lunai Bioworks acquiring through the Clemann Group agreement?

Lunai Bioworks will acquire blood-brain barrier delivery technology and CNS Alzheimer’s drug assets. The platform is designed to let compounds cross the blood-brain barrier, stay inactive systemically, and activate in the brain, targeting acetylcholinesterase-related and other neurological pathways.

Are Lunai Bioworks’ $20M CNS transaction and debt exchange already closed?

Both transactions remain subject to closing conditions. The debt exchange requires Nasdaq additional listing clearance and board approvals, while the $20.0 million Acquisition Agreement with Clemann Group is subject to customary closing conditions with no assurance it will be completed.

Under which exemptions will Lunai Bioworks issue the exchange shares and warrants?

For the debt exchange, Lunai Bioworks intends to rely on Section 3(a)(9) of the Securities Act and, where applicable, Section 4(a)(2). No commissions were paid and the exchanges were conducted without a public offering, supporting reliance on private offering exemptions.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 6.1 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 32.9 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 52.2 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB