🧾 What This Document Is

This is a PRELIMINARY PROXY STATEMENT (PRE 14A). Think of it as an advance notice and information packet sent to shareholders before a major vote. Lunai Bioworks is calling a special meeting because they need shareholders to approve a critical move to stay listed on the Nasdaq stock exchange. The meeting will be held online on May 4, 2026.

🏢 What The Company Does

👉 In simple terms, Lunai Bioworks is a biotechnology company. Based in Sacramento, California, it was formerly known as Renovaro Inc. The company is currently in a tough spot because its stock price has fallen too low, threatening its listing on the major Nasdaq exchange.

🚨 The Core Problem: A Stock Price Below $1

The company's stock is trading below $1.00 per share. Nasdaq rules require stocks to maintain at least a $1.00 minimum bid price to stay listed. Lunai already did a 1-for-10 reverse stock split in September 2025, but the price still fell below the required level. On February 6, 2026, Nasdaq officially notified them they face delisting. While they've requested a hearing, they need a more permanent solution.

🔑 Proposal 1: The Reverse Stock Split (The Main Event)

This is the key vote. The Board is asking shareholders for permission to do another reverse stock split, but with a flexible approach.

What it is: Combining multiple existing shares into one new share to artificially increase the price per share.
The Flexibility: Instead of voting on one fixed ratio, shareholders are asked to approve a range from 1-for-3 up to 1-for-30. The Board will pick the exact number later, giving them flexibility to match market conditions.
The Goal: To get the stock price back above $1.00 and satisfy Nasdaq, hoping to maintain the company's listing and credibility.
The Catch: The Board can still choose not to do the split, even if approved. There’s no guarantee the price will stay up afterwards.

📊 Illustrative Effects of the Split

To show the math, the filing gives an example. If the stock were $0.49 today and they did a:

1-for-3 split: New price would be ~$1.47
1-for-30 split: New price would be ~$14.70 👉 This shows the powerful, but artificial, effect on the share price. Your total investment value stays the same, you just own fewer shares.

📜 Proposal 2: The Adjournment Vote

This is a procedural backup plan. It simply asks shareholders for permission to delay the meeting if needed, giving the company more time to gather votes for Proposal 1 if there aren't enough on the first try.

⚖️ Why It Matters & The Risks

👍 Why do it? Staying on Nasdaq is crucial. It provides legitimacy, access to more investors, and easier access to capital. A higher stock price can also attract talent and make the company look more stable.
⚠️ Major Risks:
- It might not work: The reverse split could fail to boost the price permanently, or the stock could quickly fall below $1 again.
- Delisting is still possible: Nasdaq has broad discretion. Even with a higher price, they could still delist the company for other reasons.
- It doesn't fix the business: A reverse split is a financial maneuver, not an operational improvement. It doesn't address why the stock price is low in the first place.

👥 Board & Governance

The meeting is being called by the Board of Directors. The Chief Executive Officer and Director is David Weinstein, who signed the notice.

🔮 What's Next

Shareholders vote on May 4, 2026.
The Nasdaq Hearings Panel will issue a final decision on the delisting, which could happen before the shareholder meeting.
If Proposal 1 passes and Nasdaq allows, the Board will publicly announce the chosen split ratio (between 1-for-3 and 1-for-30) before executing it.
The company will file the legal amendment with Delaware and the split will take effect.
A new CUSIP number (a unique stock identifier) will be issued after the split.

🧠 The Analogy

Lunai Bioworks is like a student whose grade point average (GPA) has fallen below the minimum required to stay in a prestigious school (Nasdaq). The reverse stock split is like asking the teacher to combine multiple D's into a single A in one subject to artificially boost the overall GPA. It might solve the immediate paperwork problem to stay enrolled, but it doesn't reflect actual academic improvement and the GPA could easily slip back down later if the underlying work doesn't get better.

📇 Key Contacts & People

Chief Executive Officer & Director: David Weinstein
Company Address: 3400 Cottage Way, Suite G2, #3256, Sacramento, California 95825
Phone: (424) 222-9301
Email for Investor Relations: [email protected]
Virtual Meeting Website: www.virtualshareholdermeeting.com/LNAI2026SM

🧩 Final Takeaway

Lunai Bioworks is fighting to keep its Nasdaq listing by asking shareholders for a blank-check approval to do a reverse stock split of up to 1-for-30. This is a financial lifeline, not a sign of strength. The core question for investors is whether this maneuver buys the company enough time and credibility to improve its actual business performance before the stock price falters again.

Lunai Bioworks Inc. — PRE 14A Filing