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Lunai Bioworks Inc.

For the period ended Dec 31, 2025. Filed Feb 17, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 17, 2026

LNAI$0.16-30.2%Stored close · as of Oct 29, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001731122-25-001544

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-12-31; filed 2026-02-17.

0001731122-26-000253

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 75 previous paragraphs and 80 current paragraphs.

61 unchanged; 14 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Our operating expenses for the three months ended December 31, 2025 and 2024, were$1,823,414 and $4,546,316 respectively, representing a decrease of $2,722,902 or approximately 60%. The decrease in operating expenses primarily relates to the decrease in general and administrative expenses of $2,586,913 and research and development expenses of $115,212.

Current report

General and administrative expenses for the six months ended December 31, 2025, and 2024, were $4,176,726 and $9,654,373, respectively, representing a decrease of $5,477,647 or approximately 57%. The variance is related to a decrease in consulting fees expense of $1,960,495, legal expenses of $1,616,069, compensation and relates expenses of $797,019,non-cash stock-based compensation expense of $606,148, travel and related expenses of $108,772 and information technology expenses of $76,669.

Current report

Research and development expenses for the three months ended December 31, 2025, and 2024, were $45,872 and $161,084, respectively, representing a decrease of $115,212 or approximately 72%. The variance is primarily driven by a decrease of $121,511 in consulting expenses and outside services related to pre-clinical testing.

Current report

The Company recorded other income of $24,010 for the three months ended December 31, 2025, compared to other expense of $2,706,078 for the three months ended December 31, 2024, representing a decrease in other expense of $2,730,088 or 101%. The variance is primarily due to a decrease of $2,730,000 in the change in fair value of contingent consideration in the current period.

Current report

Net loss for the three months ended December 31, 2025, and 2024, was $1,799,404 and $7,252,394, respectively, representing an decrease in net loss of $5,452,990 or approximately 75%. The decrease in net loss was primarily due to a decrease in the change in fair value of contingent consideration of $2,730,000, a decrease in general and administrative expenses of $2,586,913 and a decrease in research and development expenses of $115,212.
Reworded paragraphs (14)

Previous wording

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. As of September 30, 2025, the Company had cash and cash equivalents of $624,808 and an accumulated deficit of $507,643,549 and a working capital deficit of $18,922,114. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Current wording

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. As of December 31, 2025, the Company had cash and cash equivalents of $491,645, an accumulated deficit of $509,442,953 and a working capital deficit of $19,487,088. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Previous wording

Management has reduced overhead and administrative costs by streamlining the organization to focus around the development and validation of its AI-driven cancer diagnostics platform. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Current wording

Management has reduced overhead and administrative costs by streamlining the organization to focus around the development, validation, and commercialization of its AI-driven neurology and oncology diagnostics and therapeutic development platform. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Previous wording

Results of Operations for the Three Months ended September 30, 2025 and 2024

Current wording

Results of Operations for the Three and Six Months ended December 31, 2025 and 2024

Previous wording

The following table sets forth our revenues, expenses and net income, loss for the three months ended September 30, 2025 and 2024. The financial information below is derived from our unaudited condensed consolidated financial statements.

Current wording

The following table sets forth our revenues, expenses and net income, loss for the three and six months ended December 31, 2025 and 2024. The financial information below is derived from our unaudited condensed consolidated financial statements.

Previous wording

Our operating expenses for the three months ended September 30, 2025 and 2024, were $3,308,360 and $53,338,554, respectively, representing a decrease of $50,030,194, or approximately 94%. The decrease in operating expenses primarily relates to the decrease in goodwill impairment of $47,614,729 and by the decrease in general and administrative expenses of $2,890,735, partially offset by the impairment of fixed assets and right of use assets of $831,915 due to no longer using assets.

Current wording

Our operating expenses for the six months ended December 31, 2025 and 2024, were$5,131,774 and $57,884,869 respectively, representing a decrease of $52,753,095, or approximately 91%. The decrease in operating expenses primarily relates to the decrease in goodwill impairment of $47,614,729, general and administrative expenses of $5,477,647, research and development expenses of $480,994, partially offset by the increase in intangible asset impairment of $831,915.

Previous wording

General and administrative expenses for the three months ended September 30, 2025, and 2024, were $2,410,516 and $5,301,251, respectively, representing a decrease of $2,890,735 or approximately 55%. The variance is primarily related to a decrease in consulting fees of $1,576,761, legal expenses of $899,802 and compensation and related expenses of $205,381.

Current wording

General and administrative expenses for the three months ended December 31, 2025, and 2024, were $1,766,210 and $4,353,123, respectively, representing a decrease of $2,586,913 or approximately 59%. The variance is primarily related to a decrease in legal expenses of $717,092, compensation and related expenses of $591,638, consulting fees expense of $383,735, non-cash stock-based compensation expense of $429,812 and rent expense of $136,365, investor relation expenses of $86,243 and accounting related expense of $77,120.

Previous wording

Research and development expenses for the three months ended September 30, 2025, and 2024, were $24,407 and $390,189, respectively, representing a decrease of $365,782 or approximately 94%. The variance is primarily driven by a decrease of $346,100 in consumables and reagents used in discontinued product candidates.

Current wording

Research and development expenses for the six months ended December 31, 2025, and 2024, were $70,279 and $551,273, respectively, representing a decrease of $480,994 or approximately 87%. The variance is primarily driven by a decrease of $344,382 in consumables and reagents, and $143,777 inconsulting expenses.

Previous wording

The Company recorded other income of $6,127,381 for the three months ended September 30, 2025, compared to other income of $9,126,518 for the three months ended September 30, 2024, representing a decrease in other income (expense) of $2,999,137 or 33%. The variance is primarily due to the decrease in fair value of contingent consideration of $8,880,000 and loss on extinguishment of debt of $6,329,592, partially offset by the gain on the bankruptcy of Gedi Cube B.V. of $12,019,227.

Current wording

The Company recorded other income of $6,151,391 for the six months ended December 31, 2025, compared to other income of $6,420,440 for the six months ended December 31, 2023, representing a decrease in other expense of $269,049 or 4%. The variance is primarily due to the change in fair value of contingent consideration liability of $6,150,000 in the current period, loss on extinguishment of debt of $6,329,592 in the current period, partially offset by the gain on bankruptcy of subsidiary in the amount of $12,019,227.

Previous wording

Net income (loss) for the three months ended September 30, 2025, and 2024, was $2,819,021 and $(44,212,036), respectively, representing a decrease in net loss of $47,031,057 or approximately 106%. The decrease in net loss was primarily due to the decrease in goodwill impairment of $47,614,729 in the prior period.

Current wording

Net income (loss) for the six months ended December 31, 2025, and 2024, was $1,019,617 and $(51,464,429) respectively, representing a decrease in net loss of $52,484,046 or approximately 102%. The decrease in net loss was primarily due to decrease in goodwill impairment of $47,614,729, gain on bankruptcy of subsidiary of 12,019,227 and a decrease in general and administrative expenses of $5,477,647.

Previous wording

As of September 30, 2025, the Company had $624,808 in cash and working capital deficit of $18,922,114 as compared to $92,700 in cash and working capital deficit of $28,109,502 as of June 30, 2025, an increase of 574% and decrease of 33%, respectively.

Current wording

As of December 31, 2025, the Company had $491,645 in cash and working capital deficit of $19,487,088 as compared to $92,700 in cash and working capital deficit of $28,109,502 as of June 30, 2025, an increase of 430% and decrease of 31%, respectively.

Previous wording

Total assets at September 30, 2025, were $6,960,663 compared to $8,230,840 as of June 30, 2025. The decrease in assets is primarily due to the impairment of operating lease right-of-use assets of $687,371, amortization of prepaid assets of $390,529, partially offset by the increase of cash of $532,108 in the current period.

Current wording

Total assets at December 31, 2025, were $6,666,446 compared to $8,230,840 as of June 30, 2025. The decrease in assets is primarily due to the impairment of operating lease right-of-use assets of $687,371, amortization of prepaid assets of $543,237, decrease of investment in equity securities of $387,851, partially offset by the increase of cash of $398,945 in the current period.

Previous wording

Total liabilities at September 30, 2025, were $20,001,437 compared to $29,580,681 as of June 30, 2025. The decrease in total liabilities was primarily related to the decrease of $7,285,741 in notes payable – related parties, $974,383 in accrued expenses, $461,411 in accounts payable, $370,000 in contingent consideration liability and $306,853 in other current liabilities.

Current wording

Total liabilities at December 31, 2025, were $20,215,234 compared to $29,580,681 as of June 30, 2025. The decrease in total liabilities was primarily related to the decrease of $7,045,741 in notes payable – related parties, $915,595 in accrued expenses, $216,220 in accounts payable, $510,000 in contingent consideration liability and $303,937 in other current liabilities.

Previous wording

Cash used provided by investing activities during the period related to proceeds from the sale of equity securities of $544,700.

Current wording

Cash provided by investing activities during the period is primarily related to proceeds from the sale of equity securities of $544,700.

Previous wording

Cash provided by financing activities during the period primarily related to net proceeds of $1,343,357 from issuance of $1,615,000, net of $18,495 placement costs, in notes payable that were partially offset by $271,643 in repayment of a finance agreement.

Current wording

Cash provided by financing activities during the period primarily related to proceeds of $750,000 from a private placement, $1,815,000, net of $58,495 placement costs, in notes payable that were partially offset by $271,643 in repayment of a finance agreement.