Lunai Bioworks Inc.

Summary Compensation Table

The following table sets forth certain information with respect to compensation for the years ended June 30, 2026 and June 30, 2025, respectively earned by or paid to our named executive officers. During such periods, no compensation other than salary, bonus, stock awards, option awards and, in the case of Mr. Weinstein, fees for service as a director was earned by any named executive officer. The amount shown for Mr. Weinstein under “Other Compensation” for fiscal 2026 consists of $60,000 of fees earned for service as a director.

Narrative to Summary Compensation Table

The Compensation Committee of our Board of Directors reviews compensation annually for all of our executive officers. Compensation awarded to Named Executive Officers in 2026 and 2025 generally consisted of base salary, restricted stock units and equity awards for options to purchase shares of our Common Stock.

The Compensation Committee considered compensation for comparable positions in the market, the historical compensation levels of the executives, individual performance as compared to its expectations and objectives, the desire to motivate employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among elements of compensation.

Employment Agreements and Potential Payments upon Termination or Change in Control Provisions

As of the fiscal year ended June 30, 2026, we had agreements in place with David Weinstein and Nathen Fuentes. A description of each agreement is set forth below.

David Weinstein

On October 14, 2024, the Compensation Committee approved and presented to the Board an employment agreement whereby Mr. Weinstein would serve as the Company’s Chief Executive Officer (the “Employment Agreement”) which was recommended by the Board for approval by our stockholders. Effective October 14, 2024, Mr. Weinstein and the Company entered into the Executive Employment Agreement in connection with his appointment to Chief Executive Officer. The following is a summary of the Employment Terms and other material terms of the Employment Agreement, as amended.

Term. Mr. Weinstein would serve as Chief Executive Officer for a term of two (2) years with automatic yearly renewal terms thereafter unless terminated at least 90 days before the expiry of a term.

Duties. Mr. Weinstein would perform duties consistent with the position of Chief Executive Officer, as directed by and reporting to the Board, and shall be responsible for overseeing and managing the operational affairs of the business. Mr. Weinstein agrees to devote his full time and efforts exclusively on behalf of the Company but is not prohibited from participated in non-employment organizations which don’t interfere with his employment.

***Expenses.***Mr. Weinstein would be reimbursed for reasonable and necessary to the conduct by the Senior Executive of the performance of his duties in connection with the conduct of the Business.

Cash Compensation. Mr. Weinstein would be entitled to a base salary of Four Hundred Thousand Dollars ($400,000) per year. Mr. Weinstein would be eligible for a bonus of up to $150,000 per year based on the Company’s achievement of certain performance goals as determined by the Board. Mr. Weinstein is also entitled to a one-time signing bonus of $25,000 upon raising $2,000,000 in additional capital.

Benefits. Mr. Weinstein would receive benefits provided to similarly situated employees of the Company and four (4) weeks’ vacation per year.

Termination. The Employment Agreement could be terminated by the Company for “Cause” or by Mr. Weinstein without “Good Reason” (each as defined therein), in which case Mr. Weinstein would only receive accrued compensation and benefits. In the event the Company terminates the Employment Agreement without Cause or Mr. Weinstein terminates the Agreement with Good Reason, Mr. Weinstein would receive Base Salary owing to him through date of termination plus Base Salary for six (6) months.

***Description of the Equity Grant.***Upon appointment to Chief Executive Officer, Mr. Weinstein would be granted an equity incentive grant in the amount of 20,000, 5-year stock options to purchase common stock of the Company which shall have a strike price equal to the closing price of the common stock on the Employment Date and shall vest ratably on a quarterly basis over a period of eight quarters commencing on January 1, 2025. Additionally, the Company shall grant to the Senior Executive a discretionary equity grant on the first anniversary of the Employment Date in an amount of up to 3,125 shares of common stock in such amount and on such terms as determined in the sole discretion of the Company.

Nathen Fuentes

On January 6, 2025, the Compensation Committee approved and presented to the Board an employment agreement whereby Mr. Fuentes would serve as the Company’s Chief Financial Officer (the “Employment Agreement”) which was recommended by the Board for approval by our stockholders. Effective January 6, 2025, Mr. Fuentes and the Company entered into the Executive Employment Agreement in connection with his appointment to Chief Financial Officer. The following is a summary of the Employment Terms and other material terms of the Employment Agreement, as amended.

Term. Mr. Fuentes would serve as Chief Financial Officer for a term of two (2) years with automatic yearly renewal terms thereafter unless terminated at least 90 days before the expiry of a term.

Duties. Mr. Fuentes would perform duties consistent with the position of Chief Financial Officer, as directed by and reporting to the Board, and shall be responsible for overseeing and managing the operational affairs of the business. Mr. Fuentes agrees to devote his full time and efforts exclusively on behalf of the Company but is not prohibited from participated in non-employment organizations which don’t interfere with his employment.

***Expenses.***Mr. Fuentes would be reimbursed for reasonable and necessary to the conduct by the Senior Executive of the performance of his duties in connection with the conduct of the Business.

Cash Compensation. Mr. Fuentes would be entitled to a base salary of Two Hundred Eighty Thousand Dollars ($280,000) per year. Mr. Fuentes would be eligible for a bonus of up to $40,000 per year based on the Company’s achievement of certain performance goals as determined by the Board.

Benefits. Mr. Fuentes would receive benefits provided to similarly situated employees of the Company and four (4) weeks’ vacation per year.

Termination. The Employment Agreement could be terminated by the Company for “Cause” or by Mr. Fuentes without “Good Reason” (each as defined therein), in which case Mr. Fuentes would only receive accrued compensation and benefits. In the event the Company terminates the Employment Agreement without Cause or Mr. Fuentes terminates the Agreement with Good Reason, Mr. Fuentes would receive Base Salary owing to him through date of termination plus Base Salary for six (6) months.

***Description of the Equity Grant.***Upon appointment to Chief Financial Officer, Mr. Fuentes would be granted an equity incentive grant in the amount of 3,128, 5-year stock options to purchase common stock of the Company which shall have a strike price equal to the closing price of the common stock on the Employment Date and shall vest ratably on a quarterly basis over a period of eight quarters commencing on the Employment Date. Additionally, the Company shall grant to the Senior Executive a discretionary equity grant on the first anniversary of the Employment Date in an amount and on such terms as determined in the sole discretion of the company.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning outstanding equity awards held by our named executive officers as of June 30, 2026.

• All shares and per-share figures have been adjusted to reflect the 1-for-10 reverse stock split effected on September 29, 2025 and 1-for-8 reverse stock split effected on May 22, 2026.

Former Interim Chief Financial Officer. Simon Tarsh served as the Company’s Interim Chief Financial Officer pursuant to an Amended and Restated Consulting Agreement dated November 4, 2024 between the Company and Tarsh PB Advisors LLC. Under that agreement, Mr. Tarsh was granted options to purchase 731 shares of Common Stock (as adjusted for the reverse stock splits), with a grant-date fair value of $31,005, and was eligible for a bonus of $22,500 and remaining consulting fees of $12,500. On March 19, 2025, following the Audit Committee’s February 18, 2025 determination that the Company’s previously issued financial statements for the quarter ended March 31, 2024, the fiscal year ended June 30, 2024 and the quarter ended September 30, 2024 should be restated, the Board of Directors, pursuant to the Company’s Clawback Policy and citing Mr. Tarsh’s performance during the periods covered by the restatement, directed the cancellation of the options and determined not to pay the bonus or the remaining fees. The options were cancelled during the fiscal year ended June 30, 2025, and no amounts were paid to Mr. Tarsh or Tarsh PB Advisors LLC during the fiscal year ended June 30, 2026.

Director Compensation

The table below sets forth the compensation earned by directors, all of whom are non-employees for services during the fiscal year ended June 30, 2026: Mr. Weinstein’s fees for service as a director are reported in the Summary Compensation Table.

Narrative to Director’s Compensation Table

Our director compensation program reflects competitive practices for a NASDAQ listed company. The resulting compensation package for our directors and for committee service (for members who qualify as independent under the rules of The Nasdaq Capital Market) as of the date hereof is set forth in the table below. In addition, our directors are awarded annual options to purchase Common Stock valued at $75,000.