Lunai Bioworks Enters Material Definitive Agreement

TL;DR

Lunai Bioworks just signed a big deal, filing an 8-K today.

AI Summary

Lunai Bioworks, Inc. (formerly RenovaRo Inc.) entered into a material definitive agreement on December 2, 2025. The company, incorporated in Delaware, is in the Pharmaceutical Preparations industry and has its principal executive offices in Los Angeles, CA.

Why It Matters

This filing indicates a significant new contract or partnership for Lunai Bioworks, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities, making the company's future performance uncertain.

Key Players & Entities

• Lunai Bioworks, Inc. (company) — Registrant
• RenovaRo Inc. (company) — Former company name
• December 2, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Los Angeles, CA (location) — Business address city and state

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share LNAI The Nasdaq Stock Marke
• $11.70 m — ng an aggregate offering price of up to $11.70 million, from time to time through the Sa

Filing Documents

• e7056_8-k.htm (8-K) — 36KB
• e7056_ex1-1.htm (EX-1.1) — 224KB
• e7056_ex5-1.htm (EX-5.1) — 11KB
• image_010.jpg (GRAPHIC) — 33KB
• 0001731122-25-001625.txt ( ) — 544KB
• lnai-20251202.xsd (EX-101.SCH) — 3KB
• lnai-20251202_lab.xml (EX-101.LAB) — 33KB
• lnai-20251202_pre.xml (EX-101.PRE) — 22KB
• e7056_8-k_htm.xml (XML) — 4KB

01 Entry into a

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, Lunai Bioworks, Inc. (the "Company") entered into an At-the-Market Sales Agreement (the "Sales Agreement") with Dawson James Securities, Inc. (the "Sales Agent"), pursuant to which the Company may offer and sell (the "Offering") shares of its common stock, par value $0.0001 per share ("Common Stock"), having an aggregate offering price of up to $11.70 million, from time to time through the Sales Agent as the Company's sales agent. Pursuant to the Sales Agreement, sales of the shares of Common Stock ("Shares"), if any, will be made under the Company's Registration Statement on Form S-3 (File No. 333-282898), which was declared effective by the Securities and Exchange Commission (the "SEC") on November 6, 2024, and the related prospectus and prospectus supplement. The Company may sell the Shares in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or any other trading market for the Common Stock. The Sales Agent is entitled to compensation of 3.0% of the gross proceeds from the sales of any Shares pursuant to the Sales Agreement and will be reimbursed for certain expenses. The Sales Agreement contains customary representations, warranties, and covenants of the Company and the Agent, indemnification and contribution provisions, and conditions precedent to the sale of the Shares pursuant to the Sales Agreement. The Company may terminate the Sales Agreement at any time upon ten (10) days' notice to the Agent. The Company is not obligated to sell any Shares under the Sales Agreement and may at any time suspend sales pursuant to the Sales Agreement upon notice to the Sales Agent and subject to the terms of the Sales Agreement. The Sales Agreement may be terminated by either party at any time upon notice to the other party. The foregoing descripti

Forward-Looking Statements

Forward-Looking Statements Except for the historical information contained herein, this document contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our strategy, plans, objectives and initiatives, including our expectations regarding the future revenue growth potential of each of our subsidiaries, our expected timeline for commercializing our BE-Smart Esophageal Cancer Test, our expectations regarding future liquidity events, the success of our efforts to collect accounts receivables and anticipated timeline for any payments relating thereto, and our ability to successfully transition into a consumer products company. Management believes that these forward-looking statements are reasonable as and when made. However, such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include but are not limited to our ability to obtain and maintain necessary regulatory approvals, general economic conditions, consumer demand for our products and services, challenges relating to entering into and growing new business lines, the competitive environment, and the risk factors listed from time to time in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any other SEC filings. These forward-looking statements are subject to risks and uncertainties and actual results may differ materially. Details about these risks and uncertainties can be found in our filings with the SEC. The Company undertakes no obligation to update forward-looking statements except as required by applicable securities laws. Readers are cautioned that forward-looking statements are not guarantees of future performance and are cautioned not to place undue reliance on any forward-looking statements. This press release does not cons

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit No . Description 1.1 At-the-Market Sales Agreement, dated December 2, 2025, by and between Lunai Bioworks, Inc. and Dawson James Securities, Inc. 5.1 Opinion of Dickinson Wright, PLLC 23.1 Consent of Dickinson Wright, PLLC (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGN A TURES Pursuant to the requ i rements of the S ecurities E xchange Act of 1934, the registrant h a s duly caused this report to be signed on its behalf by t he undersigned hereunto duly authori z ed. LUNAI BIOWORKS, INC. By: /s/ David Weinstein Name: David Weinstein Title: Chief Executive Officer December 2, 2025

View Full Filing

View this 8-K filing on SEC EDGAR