Lunai Bioworks Inc 8-K, filed Nov 3, 2025
Lunai Bioworks Inc. (LNAI)
About this 8-K
Lunai Bioworks Inc filed this 8-K on November 3, 2025, reporting on events of October 31, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting of our shareholders was held on October 31, 2025 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following four matters:
| 1. | To elect four directors to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified (“Election of Directors”); |
| 2. | To approve by a non-binding advisory vote the compensation of the Company’s named executive officers, as disclosed in this proxy statement (the “Say-on-Pay Proposal”); |
| 3. | To approve by a non-binding advisory vote the appointment of Sadler, Gibb & Associates LLC (“Sadler”) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 (the “Auditor Ratification Proposal”); and |
| 4. | To approve proposed amendments to the Renovaro Biosciences, Inc. 2023 Equity Incentive Plan, as amended, in substantially the form attached to the proxy statement as Annex A (the “Incentive Plan Proposal”). |
According to the final vote, the Company’s stockholders approved proposals 1, 2, 3, and 4.
The final vote results for each of these four matters is set forth below.
Proposal 1: Election of Eight Directors
| For | Withheld | Broker Non-Vote1 | ||||||||||
| David Weinstein | 7,539,245 | 202,737 | — | |||||||||
| James McNulty | 7,368,045 | 373,937 | — | |||||||||
| Douglas W. Calder | 7,343,710 | 398,272 | — | |||||||||
| Mark A, Collins | 7,368,381 | 373,601 | — | |||||||||
1 The Company received a total of 1,314, 903 Broker Non-Votes, which were not broken down for each director
The election of directors described above was conducted in accordance with the applicable requirements of Nasdaq Listing Rule 5605(e), which governs the process for the election of directors and requires that a majority of the board’s members be independent directors as defined in Nasdaq Listing Rule 5605(a)(2). The Company further confirms that the director nomination and election process complied with all applicable Nasdaq corporate governance standards, including those relating to the composition and independence of the Nominating and Corporate Governance Committee under Rule 5605(e)(1) and the shareholder approval and voting requirements under Rule 5620. The election of directors at the Annual Meeting was duly conducted and is in compliance with Nasdaq’s corporate governance and voting standards.
Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2026 annual meeting of stockholders.
Proposal 2: Approval of Say-on-Pay Proposal
| For: | 5,548,091 | |||
| Against: | 2,182,131 | |||
| Abstain: | 11,760 | |||
| Broker Non-Vote | 1,314,903 |
Accordingly, stockholders approved by a non-biding advisory vote the compensation of the Company’s named executive officers.
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Proposal 3: Approval of Independent Auditor
| For: | 8,836,759 | |||
| Against: | 18,002 | |||
| Abstain: | 202,124 | |||
| Broker Non-Vote | — |
Accordingly, stockholders approved by a non-biding advisory vote Sadler as the Company’s independent registered public accounting firm.
Proposal 3: Approval of Amendments to 2023 Equity Incentive Plan
| For: | 6,956,477 | |||
| Against: | 574,336 | |||
| Abstain: | 211,169 | |||
| Broker Non-Vote | 1,314,903 |
Accordingly, stockholders approved the amendments to the Company’s 2023 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| David Weinstein | ||
| By: | /s/ David Weinstein | |
| David Weinstein | ||
| Chief Executive Officer | ||
| Date: November 3, 2025 | ||
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