Lunai Bioworks Inc. 8-K

What Happened Lunai Bioworks Inc. announced it entered a Merger Agreement on April 27, 2026 and completed the merger of Neurobridge IP Holdings Incorporated (Holdings) into its wholly owned subsidiary Lunai Bioworks IP, Inc. (Merger Sub) on May 1, 2026. The merger was a triangular merger in which Merger Sub survived as a wholly owned subsidiary. On May 1, 2026 the company also filed a Certificate of Designation creating Series B Convertible Preferred Stock, which became effective upon filing.

Key Details

• Merger Agreement signed April 27, 2026; Merger completed May 1, 2026. Parties include Neurobridge IP Holdings Inc. (Holdings), Oncotelic Inc. and Pelerin Therapeutics Inc. (the holders), and Lunai Bioworks IP, Inc. (Merger Sub).
• Merger structure: triangular merger with Merger Sub surviving as a wholly owned subsidiary of Lunai Bioworks.
• Certificate of Designation for Series B Convertible Preferred Stock filed with Delaware on May 1, 2026 and effective upon filing (summary of material terms provided in the filing).
• Nasdaq matters: Nasdaq notified Lunai of a delisting determination on Feb 6, 2026; the Nasdaq Hearings Panel set an April 27, 2026 deadline to regain $2.5M stockholders’ equity and a June 1, 2026 deadline to regain a $1.00 closing bid. Lunai requested extensions to May 1, 2026 (equity) and June 4, 2026 (bid price).

Why It Matters Investors should note the company added intellectual property/assets to a Lunai subsidiary through the completed merger and created a new Series B convertible preferred stock class effective May 1, 2026—both are material changes to the company’s corporate and capital structure disclosed in the 8‑K. Also important are the ongoing Nasdaq compliance proceedings: the company has sought extensions of deadlines tied to minimum stockholders’ equity and minimum bid price, and the timing of the Merger and the Series B filing falls within those Nasdaq-specified timeframes. Review the company’s full 8‑K for the specific terms of the Series B and any disclosures on unregistered sales or material changes to holder rights.