[8-K] Lunai Bioworks Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Shareholder approval obtained: Stockholders authorized the reverse split on August 15, 2025.
• Board executed authorized action: The Board elected the 1-for-10 ratio and filed the Certificate of Amendment.
• Clear timeline and disclosure: Effective date, Nasdaq trading adjustment date, new CUSIP, and exhibits are provided in the filing.

Negative

• Reduction in outstanding shares: Outstanding shares will decrease from 231,780,434 to approximately 23,178,096, which materially changes share count.
• CUSIP change: The Company discloses a new CUSIP (29350E203), requiring investors and custodians to note the identifier change.

Insights

Corporate Governance Expert

TL;DR: The board executed a shareholder-authorized 1-for-10 reverse split, implemented by certificate amendment and scheduled for Nasdaq re-listing.

The Company completed required corporate actions: shareholder approval for a reverse split range, board determination of a 1-for-10 ratio, filing a Certificate of Amendment with Delaware, and disclosure of trading and CUSIP changes. These steps follow standard corporate procedures for a reverse stock split and are documented with exhibits. The filing does not disclose changes to authorized common or preferred stock or other charter provisions beyond the split.

Securities Analyst

TL;DR: The filing documents a structural share consolidation and provides precise timelines and post-split share counts for market reference.

The report specifies dates: shareholder authorization on August 15, 2025; Certificate filed September 18, 2025; effective at 12:01 a.m. on September 29, 2025; trading adjusted on Nasdaq on September 30, 2025. It discloses the pre- and post-split outstanding share counts and notes fractional-share rounding rules. The company also filed a press release and included the Certificate of Amendment as Exhibit 3.1 and the press release as Exhibit 99.1.

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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): September 18, 2025

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.)

2080 Century Park East, Suite 906

LosAngeles, CA 90067

(Address of principal executive offices)

+1(305) 918-1980

(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 SecuritiesAct (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the ExchangeAct (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (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		RENB		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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 18, 2025, Lunai Bioworks, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 12:01 a.m. (New York time) on September 29, 2025 (the “Reverse Stock Split”).

On August 15, 2025, stockholders owning a majority of the outstanding voting capital stock of the Company entitled to vote thereon approved a corporate action by Special Meeting of Stockholders authorizing the Company’s board of directors (the “Board”) to amend the Company’s certificate of incorporation, as amended, to effect a reverse stock split of all outstanding shares of Common Stock, by a ratio in the range of 1-for-3 to 1-for-10 to be determined in the Board’s sole discretion. Following the approval of the stockholders, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-10 and approved the filing of the Certificate of Amendment.

As a result of the Reverse Stock Split, every 10 shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fraction of a share of Common Stock outstanding that would be created as a result of the Reverse Stock split will be rounded up to the next whole share. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 231,780,434 shares to approximately 23,178,096 shares, inclusive of adjustments for the rounding up of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 350,000,000 shares and no changes will be made to the authorized or outstanding shares of preferred stock.

The Common Stock will begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on September 30, 2025. The trading symbol for the Common Stock is “LNAI.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 29350E 203.

A press release announcing the split was published by the Company on September 24, 2025, a copy of which is filed herewith as Exhibit 99.1. For more information about the Reverse Stock Split, see the Company’s notice of meeting and proxy statement on Form DEF 14A filed with the U.S. Securities and Exchange Commission on July 30, 2025. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of Lunai Bioworks, Inc.
99.1		Press Release Announcing Reverse Stock Split, dated September 24, 2025.
104		Cover Page Interactive Date 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:September 24, 2025

FAQ

What reverse stock split did Lunai Bioworks (RENB) approve?

The company effected a 1-for-10 reverse stock split, combining every ten issued and outstanding shares into one share.

When is the Lunai Bioworks reverse split effective?

The reverse split is effective at 12:01 a.m. New York time on September 29, 2025 and will trade on a split-adjusted basis on Nasdaq on September 30, 2025.

How many shares will be outstanding after the reverse split?

Outstanding common shares will be reduced from 231,780,434 to approximately 23,178,096, inclusive of fractional-share rounding.

Will Lunai Bioworks change its authorized common shares or preferred shares?

No. The filing states the number of authorized common shares remains at 350,000,000 and there are no changes to authorized or outstanding preferred stock.

What trading symbol and CUSIP will apply after the split?

The Company will trade under the symbol LNAI and the new CUSIP will be 29350E203.