---
schema_version: "secwatch.filing_event.v1"
accession: "0001731122-26-000653"
form_type: "8-K"
ticker: "LNAI"
cik: "0001527728"
company_name: "Lunai Bioworks Inc."
filed_at: "2026-05-01T23:59:59+00:00"
generated_at: "2026-05-15T00:18:17.652913+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Lunai Bioworks completes merger to acquire CNS patent portfolio; issues $20M Series B Preferred Stock

## Summary
- Acquired CNS patent portfolio via merger; issued $20M Series B Preferred Stock (no cash) to Oncotelic (62.5%) and Pelerin (37.5%).
- Series B convertible at $1.50/share into up to 13.33M common shares; conversion requires stockholder approval under Nasdaq Rule 5635.
- Patents cover Alzheimer's heterocyclic compounds, anti-TGF-beta agents, apomorphine, and intranasal delivery for CNS disorders.
- Closed merger to address Nasdaq stockholders' equity deficiency; also needs bid price compliance by June 4, 2026; Panel decision pending.
- Special meeting May 8 includes reverse split proposal for bid price compliance; conversion approval not on that ballot.

## SEC filing metadata
- accession: 0001731122-26-000653
- form_type: 8-K
- ticker: LNAI
- cik: 0001527728
- company_name: Lunai Bioworks Inc.
- filed_at: 2026-05-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 9.01, 3.01, 3.02, 3.03, 5.03
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/e7595_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001731122-26-000653
- JSON: https://secwatch.observer/filing/0001731122-26-000653.json
- Plain text: https://secwatch.observer/filing/0001731122-26-000653.txt

## Source-grounded claims
- claim_id: 6e7a3c22a7eda8e2ed57963799f210558dddf4fb
  claim: Lunai Bioworks Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).
  evidence_excerpt: April 20, 2026, the Company received notice from the Panel (in the “Decision”) that it had until April 27, 2026, to regain compliance with the $2.5 million equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “S
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm
- claim_id: d6c4359ecb2a24a812b6e2ce4bc7887dc248fd12
  claim: Lunai Bioworks Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1)).
  evidence_excerpt: April 20, 2026, the Company received notice from the Panel (in the “Decision”) that it had until April 27, 2026, to regain compliance with the $2.5 million equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “S
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm
- claim_id: 7a51f34b6207f458258129b5d4c42de89ad98343
  claim: Lunai Bioworks Inc. completed an acquisition involving Neurobridge IP Holdings Incorporated for $20,000,000 aggregate stated value of Series B Convertible Preferred Stock (closed 2026-05-01).
  evidence_excerpt: preferred stock of the Company, designated as “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”), having an aggregate stated value (the “Stated Value”) of $20,000,000. The Series B Preferred Stock was allocated five (5) shares to Oncotelic (representing 62.5% of the Series B Preferred Stock and an aggregate Stated Value of $12,500,000) and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm
- claim_id: e6cdf9866aaad8efccb1216b5ca8523696f0862c
  claim: Lunai Bioworks Inc. entered into Merger Agreement (effective 2026-05-01).
  evidence_excerpt: on May 1, 2026 the Company issued to the Holders an aggregate of eight (8) shares of a newly designated series of preferred stock of the Company, designated as "Series B Convertible Preferred Stock" (the "Series B Preferred Stock"), having an aggregate stated value (the "Stated Value") of $20,000,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.