Item 5. Other Information
Item 5. Other Information.
(a) The information
set forth in Note 11 (Subsequent Events) regarding the May 11, 2026 filing of the civil action against alleged naked short sellers
Insider Trading Plans
During the quarter ended March 31, 2026, no director
or Section 16 officer adopted , modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading
arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
39
Item 6. Exhibits.
Exhibits required by Item 601 of Regulation S-K:
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated February 26, 2025, by and among Renovaro, Inc, Renovaro Acquisition Sub and Biosymetrics, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on February 28, 2025)
2.2
Agreement and Plan of Merger, dated as of April 27, 2026, by and among Lunai Bioworks, Inc., Lunai Bioworks IP, Inc., Neurobridge IP Holdings Incorporated, Oncotelic Inc., and Pelerin Therapeutics Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on April 29, 2026).ertificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed with the SEC on February 14, 2024)
3.1
Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed with the SEC on February 14, 2024)
3.2
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed with the SEC on May 24, 2024)
3.3
Certificate of Designation of Series B Convertible Preferred Stock of Lunai Bioworks, Inc., as filed with the Secretary of State of the State of Delaware on May 1, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on May 5, 2026).
10.1†
Employment Agreement by and between Nathen Fuentes and Renovaro Inc., dated as of January 6, 2025. (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on February 19, 2025)
10.2
Form of Exchange Agreement (incorporated herein by reference to Exhibit 99.1 to Form 8-K filed with the SEC on July 9, 2025)
10.3
Form of Debt Exchange Agreement, dated as of March 24, 2026, between Lunai Bioworks, Inc. and certain Holders (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 30, 2026).
10.4
Form of Common Stock Purchase Warrant, dated as of March 24, 2026, issued by Lunai Bioworks, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on March 30, 2026).
10.5
Securities Purchase Agreement, dated as of November 24, 2025, between Lunai Bioworks, Inc. and the Investor named therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on November 24, 2025).
10.6
At-the-Market Sales Agreement, dated as of December 2, 2025, between Lunai Bioworks, Inc. and Dawson James Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed with the SEC on December 3, 2025).
31.1**
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2**
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1***
Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
32.2***
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
**
Filed herewith.
***
Furnished herewith.
†
Denotes a management contract or compensatory plan or arrangement
40
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 15, 2026
LUNAI BIOWORKS INC.
By:
/s/ David Weinstein
David Weinstein
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Nathen Fuentes
Nathen Fuentes
Chief Financial Officer
(Principal Financial and Accounting Officer)
41
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.