UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

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): ~~December~~February 26, ~~2025~~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~~3256

Sacramento, CA 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 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~~ transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ~~Exchange~~Exchang Act. ☐

Item 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~December~~February 26, ~~2025~~2026, Lunai Bioworks, Inc. (the “Company”) ~~entered into an At-the-Market Sales Agreement (the “Sales~~ ~~Agreement”)~~received ~~with~~a ~~Dawson~~written ~~James~~notice ~~Securities, Inc.~~ (the “~~Sales Agent~~Notice”), ~~pursuant~~from ~~to which~~ the ~~Company~~Listing ~~may~~Qualifications ~~offer~~Department ~~and sell (the “Offering”) shares~~ of ~~its~~The ~~common~~Nasdaq ~~stock,~~Stock ~~par~~Market ~~value~~LLC ~~$0.0001 per share~~ (“~~Common Stock~~Nasdaq”)~~, having an aggregate~~ ~~offering~~notifying ~~price~~the ofCompany upthat toNasdaq ~~$11.70~~staff ~~million,~~has ~~from~~determined ~~time~~ to ~~time~~delist ~~through~~ the ~~Sales~~Company’s ~~Agent~~securities asfrom ~~the~~The ~~Company’s~~Nasdaq ~~sales~~Capital ~~agent~~Market.

~~Pursuant~~The toNotice ~~the~~states ~~Sales~~that ~~Agreement, sales of~~ the ~~shares~~Company ofis ~~Common~~not ~~Stock~~in ~~(“Shares”),~~compliance ifwith ~~any,~~Nasdaq ~~will be made under the Company’s Registration Statement on Form~~Listing ~~S-3~~Rule 5550(~~File No. 333-282898~~a)~~, which was declared effective by the Securities and Exchange Commission~~ (~~the “SEC”~~2) ~~on November 6~~, ~~2024,~~which ~~and~~requires ~~the~~a ~~related~~minimum ~~prospectus~~bid ~~and~~price ~~prospectus~~of ~~supplement~~$1.00 ~~The~~per ~~Company~~share, ~~may sell the Shares in transactions that are deemed to be “at the market offerings”~~ as ~~defined in Rule 415 under~~ the ~~Securities~~bid ~~Act~~price of ~~1933,~~the asCompany’s ~~amended,~~securities ~~including~~closed ~~sales made directly on or through~~below ~~the~~$1.00 ~~Nasdaq~~per ~~Capital~~share ~~Market or any other trading market~~ for ~~the~~30 ~~Common~~consecutive ~~Stock.~~business ~~The~~days ~~Sales Agent is entitled to compensation of 3.0% of the gross proceeds~~ from ~~the~~December ~~sales~~23, of2025 ~~any~~through ~~Shares~~February ~~pursuant~~5, ~~to the Sales Agreement and will be reimbursed for certain expenses~~2026.

~~The~~Although ~~Sales~~companies ~~Agreement~~are ~~contains~~typically provided a 180-calendar-day compliance ~~customary~~period ~~representations~~to regain compliance with the minimum bid price requirement, ~~warranties~~the Notice further states that, ~~and~~pursuant ~~covenants~~to ofNasdaq Listing Rule 5810(c)(3)(A)(iv), the Company ~~and~~is ~~the~~not ~~Agent,~~eligible ~~indemnification~~for ~~and~~any ~~contribution~~compliance ~~provisions,~~period ~~and~~because ~~conditions precedent~~it toeffected ~~the~~a ~~sale~~reverse ofstock split within the ~~Shares~~prior ~~pursuant~~one-year toperiod, ~~the~~specifically a ~~Sales~~1-for10 ~~Agreement.~~reverse ~~The~~stock ~~Company~~split ~~may~~on ~~terminate~~September ~~the~~30,2025. ~~Sales~~As ~~Agreement~~a atresult, ~~any~~Nasdaq ~~time~~has ~~upon~~determined ~~ten (10)~~that ~~days~~the Company’s ~~notice~~securities are subject to ~~the Agent~~delisting.

~~The~~Unless the Company istimely ~~not~~requests ~~obligated~~ a hearing to ~~sell~~appeal ~~any~~Nasdaq ~~Shares~~staff’s determination ~~under~~by February 13, 2026, the ~~Sales~~Company’s ~~Agreement~~securities ~~and~~will ~~may~~be atsuspended ~~any~~from ~~time~~trading ~~suspend~~on ~~sales~~The ~~pursuant~~Nasdaq toCapital ~~the~~Market ~~Sales~~at ~~Agreement~~the opening ~~upon~~of ~~notice~~business toon ~~the~~February ~~Sales Agent~~18, 2026, and ~~subject~~Nasdaq towill ~~the~~file ~~terms~~a ofForm 25 with the ~~Sales~~Securities ~~Agreement.~~and ~~The~~Exchange ~~Sales~~Commission ~~Agreement~~to ~~may~~effect bethe ~~terminated~~delisting and byderegistration ~~either~~of ~~party~~the atCompany’s ~~any~~securities ~~time~~under ~~upon~~Section ~~notice~~12(b) to of the ~~other~~Securities ~~party~~Exchange Act of 1934.

The ~~foregoing~~Company ~~description of~~has ~~the~~filed ~~Sales~~a ~~Agreement~~request isfor ~~qualified~~a inhearing ~~its~~before ~~entirety~~the byNasdaq ~~reference~~Hearings Panel to ~~the~~appeal ~~full~~Nasdaq ~~text~~staff’s determination. A timely hearing request will stay the suspension of the ~~Sales~~Company’s ~~Agreement,~~securities aand the ~~copy~~filing of ~~which~~the isForm ~~filed~~25 ~~as Exhibit~~pending ~~1.1~~the tooutcome ~~this~~of ~~Current~~the ~~Report~~hearing. onThere ~~Form~~can ~~8-K~~be ~~and~~no isassurance ~~incorporated~~that ~~herein~~the byappeal ~~reference~~will be successful.

~~This~~Item ~~Current~~7.01. ~~Report~~Regulation onFD Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such stateDisclosure.

AIn ~~copy~~accordance with ofNasdaq ~~the~~Listing ~~opinion~~Rule ~~of Dickinson Wright~~5810(b), ~~PLLC~~the ~~relating~~Company tois ~~the~~issuing ~~validity~~this ofCurrent ~~the~~Report ~~Shares~~on ~~issued~~Form in8-K ~~the~~to ~~Offering~~publicly isdisclose ~~filed~~receipt ~~herewith~~of asthe ~~Exhibit~~Nasdaq 5staff determination letter described above.1.

Forward-Looking Statements

~~Except~~This ~~for~~Current ~~the~~Report ~~historical information~~on ~~contained~~Form ~~herein,~~8-K ~~this document~~ contains forward -looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding ~~our~~the ~~strategy~~Company’s intentions, plans, ~~objectives~~ and ~~initiatives, including our~~ expectations ~~regarding the~~with ~~future~~respect ~~revenue~~to ~~growth~~any ~~potential~~appeal of ~~each~~Nasdaq’s ofdelisting ~~our~~determination ~~subsidiaries,~~and ~~our~~potential ~~expected~~actions ~~timeline for commercializing our BE-Smart Esophageal Cancer Test, our expectations regarding future liquidity events, the success of our efforts~~ to ~~collect accounts receivables and anticipated timeline~~regain ~~for~~compliance ~~any~~with ~~payments~~Nasdaq ~~relating~~listing ~~thereto, and our ability to successfully transition into a consumer products company~~requirements. ~~Management~~These ~~believes that these~~ forward-looking statements are ~~reasonable~~based ason ~~and~~current ~~when~~expectations ~~made.~~and ~~However,~~are ~~such~~subject ~~forward-looking~~to ~~statements involve known and unknown~~ risks, ~~uncertainties,~~ and ~~other~~uncertainties ~~factors~~ that ~~may~~could cause actual results to differ materially, ~~from~~including ~~those~~the ~~projected~~risk inthat the ~~forward-looking~~Company ~~statements. These~~may ~~risks and uncertainties include but are~~ not ~~limited~~be toable ~~our ability~~ to ~~obtain and maintain necessary regulatory approvals, general~~regain ~~economic~~compliance ~~conditions,~~or ~~consumer~~that ~~demand~~an ~~for our products and services~~appeal, ~~challenges~~if ~~relating to entering into and growing new business lines~~pursued, ~~the~~ competitive environment, and the risk factors listed from time to time in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any other SEC filings. These forward-looking statements are subject to risks and uncertainties and actual results may ~~differ materially.~~not ~~Details about these risks and uncertainties can~~ be ~~found in our filings with the SEC~~successful. The Company undertakes no obligation to update these forward-looking statements except as required by ~~applicable securities laws~~law. ~~Readers are cautioned that forward-looking statements are not guarantees of future performance and are cautioned not to place undue reliance on any forward-looking statements.~~

~~This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.~~SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

	LUNAI BIOWORKS, INC.

	By:	/s/ David Weinstein
	Name:	David Weinstein
	Title:	Chief Executive Officer

Date: February 12, 2026

Exhibit Index

Exhibit No.	Description
1.1	At-the-Market Sales Agreement, dated December 2, 2025, by and between Lunai Bioworks, Inc. and Dawson James Securities, Inc.
5.1	Opinion of Dickinson Wright, PLLC
23.1	Consent of Dickinson Wright, PLLC (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
December 2, 2025

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