Lunai Bioworks SEC Filings

Lunai Bioworks, Inc. has regained compliance with Nasdaq’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), which calls for a bid price of at least $1.00 per share. Nasdaq confirmed that Lunai met the conditions set by a Nasdaq Hearings Panel in prior decision and extension letters.

The company will now be subject to a mandatory one-year monitoring period under Nasdaq Listing Rule 5815(d)(4)(B). If Lunai again falls out of compliance with the bid price rule during this period, Nasdaq staff would issue a delist determination without granting additional cure time, although Lunai could request a new hearing to stay any suspension or delisting while that process concludes.

Lunai Bioworks, Inc. is implementing a 1-for-8 reverse stock split of its common stock. Every 8 issued and outstanding shares will be combined into 1 share, reducing outstanding common stock from approximately 36,271,119 shares to approximately 4,533,890 shares, subject to fractional share adjustments.

The reverse split is expected to become effective at 12:01 a.m. Eastern Time on May 22, 2026, with split-adjusted trading on The Nasdaq Capital Market beginning that day under the existing symbol LNAI and a new CUSIP number 29350E302. The move is intended primarily to help the company regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of at least $1.00 per share.

Lunai Bioworks, Inc. reported that stockholders approved key proposals at a special meeting held on May 8, 2026. The main item was an amendment to the Certificate of Incorporation authorizing a reverse stock split of common stock at a ratio between 1-for-3 and 1-for-30, with the exact ratio to be set later by the board in its sole discretion.

Proposal 1, covering the reverse split, passed with 13,571,288 votes for, 1,153,415 against, and 61,177 abstentions. Proposal 2, allowing adjournment of the meeting if needed to gather more proxies for Proposal 1, was also approved with 13,626,029 votes for, 1,091,528 against, and 68,323 abstentions. The company notes that the reverse stock split and related actions are intended to address Nasdaq continued listing requirements, including the Bid Price Rule, and refers to risks if these efforts are not successful.

Lunai Bioworks, Inc. reports that Nasdaq staff has issued an additional determination letter stating its failure to meet the $35,000,000 market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2) after the grace period expired on April 27, 2026, which may serve as another basis for delisting.

The company previously received a Panel exception through May 1, 2026 to show compliance with the $2.5 million stockholders’ equity alternative and through June 1, 2026 for the bid price rule. To support equity compliance, Lunai completed a merger on May 1, 2026 and issued $20,000,000 in stated value of Series B Preferred Stock.

On May 8, 2026, stockholders approved a reverse stock split authorization in a range of 1-for-3 to 1-for-30, and the company plans to implement a ratio that brings its share price into compliance with the bid price requirement. The company has requested a short extension from the Nasdaq Panel and warns that failure to regain compliance could lead to delisting and a move to over-the-counter trading, with potential negative effects on liquidity and capital-raising ability.

Lunai Bioworks, Inc. filed definitive additional proxy soliciting materials incorporating a Form 8-K that reports the closing of its acquisition of Neurobridge IP Holdings Incorporated and issuance of Series B Convertible Preferred Stock. The materials state the Special Meeting is rescheduled for May 8, 2026 and recommend voting FOR the proposals, including the Reverse Split Proposal.

The filing incorporates disclosures about Nasdaq listing-rule compliance, the Company’s Section 5.11 stockholder solicitation covenant, and conversion mechanics for the Series B Preferred Stock; proxies already submitted remain effective.

Lunai Bioworks, Inc. completed a triangular merger to acquire Neurobridge IP Holdings, whose only assets are a multi‑jurisdictional patent portfolio for Alzheimer’s disease and neurological disorders. In exchange, Lunai issued eight shares of new Series B Convertible Preferred Stock with an aggregate Stated Value of $20,000,000 and no cash.

The Series B Preferred Stock carries a senior $20,000,000 liquidation preference and is convertible, after separate stockholder approval, into up to 13,333,333 common shares at $1.50 per share, subject to beneficial ownership limits. Lunai aims to use this transaction and the preferred equity to satisfy Nasdaq’s $2.5 million stockholders’ equity requirement while it separately pursues a reverse stock split to address minimum bid price compliance.

Lunai Bioworks, Inc. is postponing its virtual Special Meeting of Stockholders from May 4, 2026 to May 8, 2026 at 9:00 a.m. Eastern Time. The meeting will still be held online and will consider proposals described in the company’s definitive proxy statement, including a Reverse Stock Split Proposal and an Adjournment Proposal.

The delay follows advice that timing rules for broker discretionary voting under New York Stock Exchange Rule 452 would likely not be met by the original date. Moving the meeting is intended to give stockholders more time to vote, help obtain a quorum, and allow brokers to vote uninstructed shares on routine matters. The record date remains April 10, 2026, and previously submitted proxies will be used unless changed or revoked.

Lunai Bioworks, Inc. is soliciting stockholder approval at a Special Meeting on May 4, 2026 to amend its Certificate of Incorporation to permit a reverse stock split of Common Stock at a ratio between 1-for-3 and 1-for-30, with the Board to select the exact ratio if approved.

The Board says the reverse split is intended to increase the per-share trading price and address Nasdaq minimum bid-price concerns. The Board may file the Certificate of Amendment within one year of the Special Meeting and may abandon the split before effectiveness; the proposal will not change the number of authorized shares (350,000,000) and is expected to round up fractional shares.