8-K - LNAI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W****ashington,DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities ExchangeAct of 1934

Date of Report (Date of earliest event reported): March 24, 2026

LUNAI BIOWORKS,

INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38751	45-2259340
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3400 Cottage Way, Suite G2 #32562

Sacramento, CA 95825

(Address of principal executive offices)

+1 (424) 222-9301

(Registrant’s telephone number, including area code)

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 theAct:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	LNAI	The Nasdaq Stock Market LLC

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 ExchangeAct 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. ☐

Item 1.01 Entry into aMaterial Definitive Agreement

On March 24, 2026, Lunai Bioworks, Inc. (the “Company”) entered into separate debt exchange agreements (collectively, the “Debt Exchange Agreements”) with three of the Company’s holders (each a “Holder”) of secured promissory notes (the “Investor Notes”). Pursuant to the Debt Exchange Agreements, the Holders agreed to cancel and extinguish an aggregate of $828,770.14 of outstanding principal and accrued interest owed under the Investor Notes in exchange for an aggregate of 3,909,293 shares of the Company’s common stock, par value $0.0001 per share (the “Exchange Shares”), and common stock purchase warrants to acquire an aggregate of 1,433,621 additional shares of common stock (the “Warrants”).

The Exchange Shares are issuable at an implied exchange price of $0.21 per share. Each Warrant, once issued, will be immediately exercisable for one share of common stock at an exercise price of $0.21 per share and will expire on March 24, 2036.

The closing of the transactions contemplated by the Debt Exchange Agreements is subject to the satisfaction of the conditions set forth therein, including the submission by the Company of a Listing of Additional Shares Notification Form to The Nasdaq Capital Market prior to the issuance of the Exchange Shares and the shares issuable upon exercise of the Warrants, the absence of Nasdaq comments or the clearance of any such comments, approval by the Company’s board of directors and delivery of duly executed agreements. At the closing, the Company will instruct its transfer agent to issue the Exchange Shares to the applicable Holder, issue the Warrants to the applicable Holder, cancel the applicable Investor Notes and release the related security interests under that certain Amended and Restated Security Agreement dated January 2, 2024, as amended.

The foregoing description of the Debt Exchange Agreements and the Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Debt Exchange Agreement and form of Common Stock Purchase Warrant filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K.

Binding Agreement with Clemann Group

On March 26, 2026, the Company entered into a binding agreement (the “Acquisition Agreement”) with Clemann Group, SAS, or its assignee (the “Seller”), pursuant to which the Company agreed to acquire certain blood-brain barrier delivery technology and central nervous system Alzheimer’s drug assets (the “Transaction”).

The Transaction is structured as a $20.0 million strategic investment in the Company in the form of Series B Convertible Preferred Stock (the “Preferred Stock”), with a fixed conversion price of $1.50 per share, subject to a 19.9% beneficial ownership limitation. The Preferred Stock does not contain any variable pricing or reset provisions.

Pursuant to the Acquisition Agreement, the Company will acquire technology designed to facilitate delivery of therapeutics across the blood-brain barrier, along with associated central nervous system Alzheimer’s drug assets. The acquired platform is intended to enable compounds to cross the blood-brain barrier, remain inactive systemically and activate within the brain, targeting pathways associated with acetylcholinesterase modulation and other neurological mechanisms.

The Acquisition Agreement contains customary representations, warranties, covenants and closing conditions. The closing of the Transaction remains subject to the satisfaction of customary conditions, and there can be no assurance that the Transaction will be completed on the terms described above, or at all.

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which will be filed as an exhibit to a subsequent filing, if required.

Item 3.02 UnregisteredSales of Equity Securities

The information set forth under the heading “Debt Exchange Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company intends to rely upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, and, to the extent applicable, Section 4(a)(2) thereof, in connection with the issuance of the Exchange Shares and Warrants contemplated by the Debt Exchange Agreements. No commission or other remuneration was paid for soliciting the exchanges, and the transactions did not involve any public offering.

Item 8.01 Other Events

On March 23, 2026, the Company’s board of directors approved the debt exchange transactions contemplated by the Debt Exchange Agreements and determined that such transactions were in the best interests of the Company and its stockholders.

On March 26, 2026, the Company issued a press release announcing the execution of the Acquisition Agreement described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statementsand Exhibits.

ExhibitNo.	Description
4.1	Form of Common Stock Purchase Warrant
10.1	Form of Exchange Agreement
99.1	Press Release dated March 26, 2026

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.

	LUNAI BIOWORKS, INC.
	By:	/s/ David Weinstein
	Name:	David Weinstein
	Title:	Chief Executive Officer
March 30, 2026

EXHIBIT 4.1

COMMON STOCK PURCHASE WARRANT

Lunai Bioworksinc.

Warrant Shares: ________	Issue Date: ________

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received ________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Lunai Bioworks Inc., a Delaware corporation (the “Company”), of up to ________ shares (subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”).

Section 1. Exercise; Termination Date.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form annexed hereto as Annex A; and, within three (3) Business Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder atany given time may be less than the amount stated on the face hereof. As used herein, “Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in the State of Delaware are authorized or required by law to be closed for business.

b) Exercise Price. The exercise price (the “Exercise Price”) of this Warrant shall be $_____ per Warrant Share, subject to adjustment hereunder.

c) Mechanics of Exercise.

i. Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) hereof prior to the issuance of such shares, have been paid.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Company’s transfer agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 1(c)(i) hereof by the Warrant Share Delivery Date, then, the Holder will have the right to rescind such exercise.

iv. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

v. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder, and such other documentation as the Company may require regarding the investor status of the assignee, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

vi. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

d) Termination Date. This Warrant shall be exercisable from the Initial Exercise Date until _________ (the “Termination Date”).

Section 2. Certain Adjustments.

a) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,

at the option of the Holder, the number, class, and series of shares of stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 2(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

b) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged, subject to the limitation on fractional shares in Section 2(d)(iv) hereof. Any adjustment made pursuant to this Section 2(b) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

c) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

d) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number of email address as it shall appear upon the Warrant Register of the Company, at least five (5) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

Section 3. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the reasonable conditions and documentation required by the Company, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Annex B (the “Assignment Form”), duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a) hereof, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 4. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1(a) hereof.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve, from its authorized and unissued Common Stock, a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the business market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined by applying the laws of the State of Delaware, without regard to its conflicts of laws provisions.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal securities laws unless (i) such Warrant Shares are registered; or (ii) the resale of the Warrant Shares satisfies an exemption from registration under the Securities Act.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. All notices and other communications from the Company to the Holder of this Warrant shall be sent by electronic transmission or overnight courier or shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder. All such notices and communications shall, when mailed, be effective when deposited in the mails and, when sent by electronic transmission or overnight courier, delivered, be effective when received.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Successors and Assigns. Subject to applicable federal and state securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

k) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

l) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

m) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

LUNAI BIOWORKS INC.
By
Name:	David Weinstein
Title:	Chief Executive Officer

ANNEX A

NOTICE OF EXERCISE

To: Lunai Bioworks INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and

(2) Payment shall take the form of lawful money of the United States:

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D, promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ___________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _____________________________________________________

Name of Authorized Signatory: _______________________________________________________________________

Title of Authorized Signatory: ________________________________________________________________________

Date: ___________________________________________________________________________________________

ANNEX B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to exercise the Warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

	Dated: ______________, __________________
Holder’s Signature:	______________________________________
Holder’s Address:	______________________________________
	______________________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EXHIBIT 10.1

Form of exchange agreement

This Debt Exchange Agreement (this “Agreement”), dated as of , 2026, is entered into by and between Luna Bioworks, Inc., a corporation organized under the laws of the state of Delaware (the “Company”). and ____________ (the ”Holder”). The Company and the individual(s) or entities listed on the signature page, are sometimes individually referred to herein as a “Party” or collectively, as the “Parties.”

WHEREAS, Holder desires to convert $__________ representing the total outstanding amount due the Holder under the Investor Note including all principal and interest accrued thereon, into _______ shares of the Company’s common stock, par value $0.0001 per share (the ”Exchange Shares”) and _______ warrants (the “Warrants,”) a form of which is attached as Exhibit A hereto and to effectuate such conversion on the terms and conditions provided for in this Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and representations contained herein, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

The Debt Exchange.

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will be held at the office of the Company or as to be agreed by the Parties and will occur upon satisfaction of all of the following conditions:

the submission of the Listing of Additional Shares Notification Form by the Company pursuant to the listing rules of the Nasdaq Capital Market (“Nasdaq”) prior to the issuance of the Exchange Shares and Warrant Shares, provided that the Company does not receive any comments from Nasdaq, or if the Company receives any comments from Nasdaq, upon clearance of such comments;

approval of the issuance of the Exchange Shares and Warrants in exchange for the cancellation of the Investor Note by the Holder (the “Debt Exchange”) by the board of directors of the Company.

the delivery of a duly executed copy of this Agreement by the Parties; and

filing of a current report on Form 8-K by the Company with the Securities and Exchange Commission (the “SEC”) promptly after the execution of this Agreement, disclosing the terms of the Debt Exchange.

Delivery of the Exchange Shares and Warrants. At the Closing, the Company shall instruct its transfer agent to issue the Exchange Shares to the Holder on the books of the Company and to the reflect such issuance on the Holder’s account statement with noted transfer or restrictions. The Company shall issue the Warrants to each Holder. The Exchange Shares, and the shares issuable upon exercise of the Warrants (the “Warrant Shares”) when issued, shall be deemed to be duly and validly issued, fully paid and non-assessable, and the Investor Note will be cancelled.

Section 3(a)(9) Transaction. It is the intent of the Parties that the Debt Exchange be effectuated pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) and/or Section 4(a)(2).

Representations and Warranties of the Company.

As of the date of this Agreement and on the date of the Closing, the Company hereby represents and warrants to the Holder, that:

Organization; Corporate Power. The Company is duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, to effectuate the Debt Exchange, and to issue the Exchange Shares, Warrants and Warrants Shares and to carry out and perform its obligations under the terms of this Agreement.

Authorization. All corporate actions on the part of the Company and its officers, directors and stockholders necessary for the (i) authorization, execution, delivery and performance of this Agreement, (ii) authorization, issuance and delivery of the Exchange Shares, Warrant and Warrant Shares (iii) performance of all of the Company’s obligations hereunder have been taken or will be taken upon the execution of this Agreement. This Agreement has been duly executed by the Company and constitutes (or will constitute) the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the laws of general application relating to

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the Articles of Incorporation or bylaws of the Company; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any agreement or other instrument to which the Company is a party.

No Consent. No consent of, or registration, declaration or filing with, or permit from, any governmental entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the issuance of the Exchange Shares, other than the (a) filing with the SEC of a report on Form 8-K disclosing the transactions contemplated hereby, including all required exhibits thereto; and (b) the Nasdaq Listing Approval.

Valid Issuance. The Exchange Shares, and Warrant Shares have been duly authorized and, when issued, sold and delivered in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable. The Exchange Shares and Warrant Shares will be free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances; provided, however, that the Exchange Shares and Warrant Shares shall be subject to restrictions on transfer under state and federal securities laws. None of the Exchange Shares and Warrant Shares will be subject to any preemptive rights or rights of first refusal.

Representations and Warranties of Each Holder.

As of the date of this Agreement and on the date of the Closing, the Holder hereby represents and warrants to the Company that the following representations and warranties are true and complete:

Authorization and Power. If such Holder is an entity, the Holder is dully organized, validly existing under, and by virtue of, laws of the state of its incorporation or formation, as the case may be, and is in good standing under such laws. The Holder has all power and authority to execute and deliver this Agreement, to exchange the Investor Note under the Agreement and to acquire the Exchange Shares, Warrant and Warrant Shares, and carry out and perform its obligations under the terms of this Agreement and the transactions contemplated hereby. All actions on the part of the Holder necessary for the authorization, execution, delivery and performance of this Agreement, the conversion of the Investor Note into the Exchange Shares and Warrants have been taken or will be taken prior to the date of this Agreement. This Agreement has been duly executed by the Holder and constitutes the valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Ownership of the Outstanding Debt. The Holder is the beneficial and record owner of the Investor Note. The Holder has not assigned or otherwise transferred or granted any interest in the Investor Note to any person.

For Holder’s Account. The Holder represents and confirms that the Holder will acquire the Exchange Share, Warrant and when issued the Warrant Shares upon the Debt Exchange for the Holder’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof.

Accredited Investor and Investment Experience. The Holder is an accredited investor, as such term is defined in Regulation D promulgated under the Securities Act. The Holder represents that it has sufficient knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the investment in the Exchange Share, Warrant and Warrant Shares in exchange for the cancellation of the Investor Note and can bear the economic risk of such investment.

No Consents. The Holder is not required to obtain any order, consent, approval or authorization of any person or entity in connection with the execution and delivery of this Agreement or the Exchange.

Restricted Securities; Compliance with Securities Act. The Holder understands and agrees that the Exchange Shares, Warrants and Warrant Shares have not been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act (based in part on the accuracy of the representations and warranties of Holder contained herein), and that the Holder will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Exchange Shares, Warrants and Warrant Shares unless pursuant to an effective registration statement under the Securities Act, or unless an exemption from registration is available. The Holder acknowledges that the Exchange Shares, Warrants and Warrant Shares must be held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration.

Legend. The Exchange Shares, Warrant and Warrant Shares shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

No Governmental Review. The Holder understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Exchange, the Exchange Shares, Warrants and Warrant Shares or the suitability of the Exchange nor have such authorities passed upon or endorsed the merits of the Exchange.

Information on the Company. Each Holder has been furnished with all information it has requested from the Company and considered all factors the Holder deems material in deciding on the advisability of exchanging the Investor Note. Holder has reviewed, or had an opportunity to review, all the fillings that the Company made with the Securities and Exchange Commission. In addition, the Holder has reviewed and acknowledged, that such Holder has such knowledge, sophistication and experience in securities matters and understands the risks related to the Company contained in its SEC filings. Holder has been afforded the opportunity to ask questions of and receive the answers from duly authorized officers of the Company and any additional information that the Holder had requested. The Holder has also reviewed all information including the terms hereof with their counsel and professional tax or economic advisors and understands the risks relating thereto.

Correctness of Representations. Holder represents the foregoing representations, warranties are true and accurate as of the date hereof and shall survive the issuance and delivery of the Exchange Shares, Warrant and Warrant Shares. If, in any respect, those representations and warranties shall not be true and accurate, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. It is specifically understood and agreed by Holder that neither the Company or its officers or directors has made, nor by this Agreement shall be construed to make, directly or indirectly, explicitly or by implication any representation, warranty, projection, assumption, promise, covenant, opinion, recommendation or statement of any kind or nature with respect to the anticipated operations, investor returns, cashflows, profits or losses of the Company.

Miscellaneous.

Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Signatures received by pdf or email shall be deemed to be original signatures.

Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile or email, on the date of transmission with receipt of a transmittal confirmation or (c) if by courier service, on the second (2nd) business day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. A party may change or supplement the addresses, or designate additional addresses, for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the Parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

[Remainder of Page Intentionally Omitted, Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being the duly authorized representatives of the parties, have executed this Agreement as of the date set forth above.

LUNA BIOWORKS, INC.
By:
Name:
Title:
HOLDER:
By:
Name:
ADDRESS:

NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

EXHIBIT 99.1

Press Release

Lunai Bioworks Executes $20M Strategic Transaction at Fixed $1.50 Conversion,Acquiring BBB Delivery Platform for CNS Alzheimer’s Therapies with Broad CNS Delivery Applications

Sacramento, CA — March 26, 2026 — Lunai Bioworks, Inc. (NASDAQ: LNAI) today announced it has executed a binding $20 million strategic transaction to acquire blood-brain barrier (BBB) delivery technology and central nervous system (CNS) Alzheimer’s drug assets from the Clemann Group, SAS or its assignee.

The transaction is structured as Series B Convertible Preferred at a fixed conversion price of $1.50 per share, subject to a 19.9% beneficial ownership limitation. The structure contains no variable pricing or reset provisions, strengthening the Company’s equity position while remaining NASDAQ compliant.

This acquisition brings a delivery platform to Lunai that addresses one of the most significant bottlenecks in CNS drug development: effectively transporting therapeutics into the brain. The underlying chemistry allows compounds to cross the blood-brain barrier, remain inactive in the body, and then activate specifically inside the brain. The platform’s mechanism of action targets pathways central to acetylcholinesterase modulation in the brain, which are broadly implicated in neurological disease.

What makes this important is that it directly strengthens Lunai’s CNS Alzheimer’s pipeline by pairing precise biological target identification with a proven delivery method. At the same time, it expands the Company’s ability to develop next-generation treatments across a broad range of CNS disorders where traditional drugs struggle to penetrate the brain effectively, offering the potential for improved safety and efficacy.

“This is a step-change in our capabilities,” said David Weinstein, CEO of Lunai Bioworks. “We are now combining the ability to identify the right biology with a validated mechanism to deliver therapies directly into the brain. This has profound implications for how we treat Alzheimer’s and other complex CNS diseases that have historically been unreachable.”

About Lunai Bioworks

Lunai Bioworks (NASDAQ: LNAI) is an AI-driven life sciences company advancing drug discovery through its integrated platform. The Company combines clinical data, machine learning, and in vivo validation to identify disease biology and develop precision therapeutics. Lunai is focused on central nervous system diseases and oncology, with a mission to reduce development timelines and improve clinical success rates.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. These risks include, but are not limited to, the ability to complete the transaction on anticipated terms, the successful integration of acquired technologies, the advancement of product candidates through development, regulatory approvals, and the Company’s ability to maintain compliance with Nasdaq listing requirements. Lunai undertakes no obligation to update any forward-looking statements except as required by law.

Contact

Media Relations

Lunai Bioworks, Inc.

Email: info@lunaibioworks.com