Lunai Bioworks Receives Nasdaq Delisting Notice, Will Withdraw Stock

What happened

Lunai Bioworks Inc., a Sacramento, California-based pharmaceutical preparations company whose common stock trades on the Nasdaq Capital Market under the ticker LNAI, said on October 21, 2026 it received a letter from Nasdaq's Listing Qualifications Department stating that it no longer complies with Nasdaq Listing Rule 5550(b)(1). That rule requires a company listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000.

The filing says the company reported a stockholders' deficit of $(9,024,946) in its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and that it does not meet the alternative continued listing standards based on market value of listed securities or net income from continuing operations.

Because the company is subject to a mandatory Hearings Panel Monitor under Nasdaq Listing Rule 5815(d)(4)(B), following a Nasdaq Hearings Panel decision dated May 12, 2026, the company is not eligible for a compliance period or to submit a compliance plan, and Nasdaq staff determined to delist the securities. Unless the company requested a hearing by October 28, 2026, trading in the common stock on Nasdaq would be suspended at the opening of business on October 30, 2026. The company said it does not intend to request a hearing.

On October 22, 2026, the company's board approved the voluntary withdrawal of the common stock from listing on Nasdaq and from registration under Section 12(b) of the Securities Exchange Act of 1934, under Rule 12d2-2(c). The board concluded that, in light of the Determination and the company's financial condition, the costs of continued listing and SEC reporting are not justified. The company notified Nasdaq in writing of its intention to withdraw.

The company said it intends to file a Form 25 with the SEC on or about November 2, 2026, and expects the delisting to become effective on or about November 12, 2026, ten days after the Form 25 is filed. After the delisting, it intends to file a Form 15 to suspend its reporting obligations under the Exchange Act, to the extent it is eligible. The company said it does not intend to arrange for quotation of the common stock on any over-the-counter market, and cannot assure that any broker-dealer will quote the stock or that any trading market will exist after the Nasdaq suspension.

Officer and director resignations

On October 22, 2026, Nathen Fuentes resigned as Chief Financial Officer, effective immediately. In his resignation letter, Mr. Fuentes stated that his decision was not the result of any disagreement regarding accounting principles or financial statement disclosures.

Also on October 22, 2026, Douglas W. Calder notified the company of his resignation as a member of the board, effective immediately. In his resignation letter, Mr. Calder stated that his decision was not the result of any disagreement with the company's operations, policies or procedures. At the time, he served on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Following his resignation, the board consists of three directors.

The company said that as of the date of the report it has not appointed a successor Chief Financial Officer or designated an interim principal financial officer, and is evaluating arrangements, including third-party assistance, to support its accounting and financial reporting functions.

Because of Mr. Calder's resignation, the Audit Committee consists of two members and no longer complies with Nasdaq Listing Rule 5605(c)(2)(A), which requires at least three members. The Compensation Committee consists of one member and no longer complies with Nasdaq Listing Rule 5605(d)(2)(A), which requires at least two independent members. The company notified Nasdaq of these noncompliances on October 22, 2026, and said it does not intend to fill the vacancy before the delisting becomes effective.

ATM agreement terminated and securities deregistered

On October 16, 2026, the company terminated the ATM Sales Agreement dated December 2, 2025 between the company and Dawson James Securities, Inc. On October 22, 2026, it filed post-effective amendments to its registration statements on Form S-8 (File Nos. 333-261628 and 333-275132) and Form S-3 (File No. 333-282898) to deregister all securities remaining unsold under those registration statements.

What this means

A Form 8-K is a current report that a US public company files with the SEC to disclose material events between its regular quarterly and annual reports. Each item number on the form corresponds to a category of event; this filing carries five of them, covering the delisting notice (3.01), the departures of the CFO and a director (5.02), a Regulation FD disclosure of a press release (7.01), other events (8.01) and exhibits (9.01).

The $2,500,000 figure in Listing Rule 5550(b)(1) refers to stockholders' equity — roughly, the accounting value of a company's assets minus its liabilities, which is what would be left for shareholders on paper. Lunai reported a stockholders' deficit of $(9,024,946), meaning its liabilities exceeded its assets on its balance sheet at fiscal year-end. Nasdaq rules also allow a company to stay listed by meeting thresholds based on the market value of its listed securities or on net income from continuing operations; the letter stated Lunai met neither alternative.

A mandatory Hearings Panel Monitor is a status Nasdaq can impose after a company has already gone through a Hearings Panel process: while monitored, a company that falls out of compliance again does not get the usual cure period in which to submit a plan to regain compliance. The filing says the monitor stems from a May 12, 2026 Hearings Panel decision, though it does not describe that earlier decision. The practical effect here is that Nasdaq staff could move directly to a delisting determination rather than giving Lunai a new compliance window.

A Form 25 is the filing used to remove a security from an exchange listing; either the company or the exchange can file one. Here the company plans to file it rather than let Nasdaq suspend trading involuntarily. A Form 15 is a separate filing that ends a company's obligation to file periodic reports with the SEC when it meets the eligibility conditions. Both filings are named in the 8-K as intentions with expected dates; the filing does not guarantee they will be made on those dates.

An ATM, or at-the-market, sales agreement is an arrangement allowing a company to sell newly issued shares through a broker into the existing market over time, rather than in one large offering. Terminating the agreement removes one potential source of new capital. Deregistering unsold securities under the Form S-8 and Form S-3 registration statements means the company will not issue those remaining shares under those registrations; the Form S-3 is typically used for public offerings, while Form S-8 covers shares issued under employee benefit plans.

The resignation of a CFO and an independent director on the same day as a delisting notice means the audit committee and compensation committee fall below the member counts Nasdaq requires. The company said it notified Nasdaq and will not fill the vacancies before delisting. The resignation letters, as described in the filing, attribute the departures to something other than disagreements over accounting or company policy, but the filing does not state what prompted them beyond the letters' own disclaimers.

The filing does not explain what caused the stockholders' deficit. It also does not say whether the company will continue operating after the delisting; it lists the potential suspension or cessation of operations among the forward-looking risks it cites.