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Lunai Bioworks Inc.

For the period ended Jun 30, 2026. Filed Oct 13, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Oct 13, 2026

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

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

Exhibit No.DescriptionIncorporated by Reference
2.1Agreement 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.
2.2Second Amendment to Stock Purchase Agreement, dated February 13, 2024, by and among Lunai Bioworks Inc., GEDi Cube Intl Ltd., the sellers party thereto and Yalla Yalla LtdIncorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on February 14, 2024
2.3†Agreement and Plan of Merger, dated April 27, 2026, by and among Lunai Bioworks, Inc., Lunai Bioworks IP, Inc., Neurobridge IP Holdings Incorporated, Oncotelic Inc. and Pelerin Therapeutics Inc.Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2026
3.1Certificate of Incorporation, as amendedIncorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed with the SEC on February 14, 2024
3.2Amended and Restated BylawsIncorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024.
3.3Certificate of Amendment to the Restated Certificate of Incorporation of Renovaro Inc., dated August 18, 2025 (Name Change).Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on August 26, 2025.
3.4Certificate of Amendment to the Restated Certificate of Incorporation (1-for-10 Reverse Stock Split), dated September 18, 2025Incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on September 24, 2025
3.5Certificate of Designation of Series B Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on May 1, 2026Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2026
3.6Certificate of Amendment to the Certificate of Incorporation of Lunai Bioworks Inc., filed with the Secretary of State of the State of Delaware on May 20, 2026 and effective May 22, 2026*Filed herewith
4.1Registration Rights Agreement, dated February 13, 2024, by and among Lunai Bioworks Inc. GEDi Cube Intl Ltd, and the shareholders of GEDi Cube Intl Ltd named the Sellers named theretoIncorporated herein by reference to exhibit to the Company’s Form 8-K filed with the SEC on February 14, 2024
4.2Promissory Note dated March 30, 2020 issued to Paseco ApSIncorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on March 31, 2020.
4.3Amendment No.2 to Promissory Note, dated May 17, 2022Incorporated herein by reference to Exhibit 4.3 to the Company’s Form 10-K filed with the SEC on February 27, 2023.
4.4Amendment No.3 to Promissory Note, effective December 30, 2022Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on February 23, 2023.
4.5Amendment No. 4 to Promissory Note, effective July 31, 2023Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 7, 2023
4.6Description of SecuritiesFiled herewith’
4.7Form of WarrantIncorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on April 3, 2023
4.8Form of WarrantIncorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on August 7, 2023
4.9Form of WarrantIncorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on June 21, 2024
4.10Form of 5% Original Issue Discount Convertible Promissory NoteIncorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on October 10, 2023
4.11Form of Convertible NoteIncorporated herein by reference to Exhibit 99.2 to the Company’s Form 8-K filed with the SEC on July 9, 2025
4.12Form of Common Stock Purchase Warrant issued pursuant to the Debt Exchange Agreements, dated March 24, 2026Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on March 30, 2026
10.12019 Equity Incentive PlanIncorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 10, 2020.
10.22023 Equity Incentive PlanIncorporated herein by reference to Exhibit 10.12 to the Company’s Form 10-K/A filed with the SEC on October 30, 2023
10.3Statement of Work and License Agreement by and among G-Tech Bio, LLC, the Company and G Health Research FoundationIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on February 3, 2020.
10.4Note Purchase AgreementIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 31, 2020.
10.5General Office Lease by and between the Registrant and Century City Medical Plaza Land Co., Inc. dated June 19, 2018Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2018.
10.6Employment Agreement, dated August 11, 2021, by and between the Company and Dr. Mark DybulIncorporated herein by reference to Exhibit to 10.1 the Company’s Current Report on Form 8-K/A, filed with the SEC on August 16, 2021.
10.7Amendment to Employment Agreement between Mark Dybul, M.D. and the Company, dated December 12, 2022Incorporated herein by reference to Exhibit to 10.1 the Company’s Current Report on Form 8-K, filed with the SEC on December 16, 2022.
10.10Security Agreement, effective December 30, 2022, by and between the Company and Paseco ApSIncorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on February 23, 2023.
10.11Purchase Agreement, dated June 20, 2023, by and between the Company and Lincoln Park Capital Fund, LLCIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 27, 2023
10.12Registration Rights Agreement, dated June 20, 2023, by and between the Company and Lincoln Park Capital Fund, LLCIncorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 27, 2023
10.13Consulting Agreement, dated March 11, 2024, by and between Lunai Bioworks Inc. and Tarsh PB Advisors LLC.Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 13, 2024
10.14Form of Subscription AgreementIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 7, 2023
10.15Form of Subscription AgreementIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on October 10, 2023
10.16Form of Subscription AgreementIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 21, 2024
10.17Form of Exchange AgreementIncorporated herein by reference to Exhibit 99.1 to the Company’s Form 8-K filed with the SEC on July 9, 2025
10.18Form of Debt Exchange Agreement, dated March 24, 2026, between the Company and the holders party theretoIncorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 30, 2026
10.19At-the-Market Sales Agreement, dated December 2, 2025, between Lunai Bioworks, Inc. and Dawson James Securities, Inc.Incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2025.
10.20+First Amendment to the Renovaro BioSciences Inc. 2023 Equity Incentive Plan, adopted October 12, 2025Incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement filed with the SEC on October 16, 2025.
10.21*Debt Conversion and Share Issuance Agreement, dated July 21, 2026, by and among Lunai Bioworks Inc. and the creditors party theretoFiled herewith
10.22*Master Consulting and Strategic Advisory Agreement, dated September 2, 2026, between the Company and Strategic Advisors S.à r.l.Filed herewith
19.1*Lunai Bioworks Inc. Insider Trading Policy (within CORPORATE CODE OF ETHICS AND CONDUCT POLICY)Filed herewith
21.1*Subsidiaries of the RegistrantFiled herewith
23.1*Consent of Sadler, Gibb & Associates
31.1*Certification of Chief 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
97.1Clawback PolicyIncorporated herein by reference to Exhibit 97.1 to the Company’s Form 10-K filed with the SEC on October 10, 2024
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema*
101.CALXBRL Taxonomy Extension Calculation Linkbase*
101.DEFXBRL Taxonomy Extension Definition Linkbase*
101.LABXBRL Taxonomy Extension Label Linkbase*
101.PREXBRL Taxonomy Extension Presentation Linkbase*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
*Filed herewith.
**Furnished herewith.
+Indicates a management contract or compensatory plan or arrangement.
†Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
ContentsView on SEC.gov

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