Lunai Bioworks Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 24, 2026, the Company entered into separate Debt Exchange Agreements with three holders of its secured promissory notes (the “Holders”), pursuant to which the Company issued an aggregate of 3,909,293 shares of common stock and warrants to purchase up to 1,433,621 shares of common stock at an exercise price of $0.21 per share, in exchange for the cancellation of $828,770 of outstanding principal and accrued interest under the secured promissory notes held by the Holders. The shares of common stock and warrants (and the shares of common stock issuable upon exercise of the warrants) were issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) thereof (relating to exchanges with existing security holders for no consideration paid for soliciting the exchange) and Section 4(a)(2) thereof (relating to transactions not involving a public offering). The Company filed a Current Report on Form 8-K disclosing these transactions on March 30, 2026.

(c)Issuer Purchases of Equity Securities. None. The Company did not repurchase any shares of its common stock or other equity securities during the three months ended March 31, 2026.