Lunai Bioworks Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2026

LUNAI BIOWORKS INC.

(Exact name of registrant as specified in its charter)

(424) 222-9301

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 the Act:

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

On October 21, 2026, Lunai Bioworks Inc. (the “Company”) received a letter (the “Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer complies with Nasdaq Listing Rule 5550(b)(1), which requires a company listed on The Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. The Determination noted that the Company reported a stockholders’ deficit of $(9,024,946) in its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and that the Company does not meet the alternative continued listing standards based on market value of listed securities or net income from continuing operations.

Because the Company is subject to a mandatory Hearings Panel Monitor under Nasdaq Listing Rule 5815(d)(4)(B), pursuant to a Nasdaq Hearings Panel decision dated May 12, 2026, the Company is not eligible for a compliance period or to submit a compliance plan to Nasdaq staff, and Nasdaq staff determined to delist the Company’s securities. Unless the Company requests a hearing before a Nasdaq Hearings Panel by October 28, 2026, trading in the Common Stock on Nasdaq will be suspended at the opening of business on October 30, 2026. The Company does not intend to request a hearing.

On October 22, 2026, the Company’s Board of Directors (the “Board”) approved the voluntary withdrawal of the Common Stock from listing on Nasdaq and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with Rule 12d2-2(c) under the Exchange Act. The Board concluded that, in light of the Determination and the Company’s financial condition, the costs of continued listing and SEC reporting are not justified. On October 22, 2026, the Company provided written notice to Nasdaq of its intention to withdraw the Common Stock from listing. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about November 2, 2026, and expects the delisting to become effective on or about November 12, 2026, ten days after the Form 25 is filed.

After the delisting becomes effective, the Company intends to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act, to the extent it is eligible to do so. The Company’s obligation to file reports with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, will continue unless and until that obligation is terminated or suspended in accordance with the Exchange Act and the SEC’s rules.

The Company does not intend to arrange for quotation of the Common Stock on any over-the-counter market. The Company cannot assure that any broker-dealer will quote the Common Stock, or that any trading market for the Common Stock will exist, after trading on Nasdaq is suspended.

As a result of Mr. Calder’s resignation described in Item 5.02, the Company’s