Lunai Bioworks Seeks Shareholder Approval on Directors, Exec Pay, and Equity Plan

TL;DR

**LNAI's board is pushing for more equity incentives and executive pay approval, signaling a focus on internal alignment, but investors should scrutinize the dilution impact.**

AI Summary

Lunai Bioworks Inc. (LNAI) is holding its 2025 Annual Meeting of Stockholders on October 31, 2025, virtually, to address four key proposals. Stockholders will vote on the election of four directors to serve until the 2026 annual meeting. Additionally, there will be a non-binding advisory vote on the compensation of named executive officers (Say-on-Pay Proposal) and another non-binding advisory vote to ratify the appointment of Sadler, Gibb & Associates LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2026. The fourth proposal involves approving proposed amendments to the Renovaro Biosciences, Inc. 2023 Equity Incentive Plan. The Board of Directors unanimously recommends a 'FOR' vote on all four proposals, emphasizing their belief that these actions are in the best interests of Lunai and its stockholders. As of the Record Date, October 3, 2025, 23,178,153 shares of Common Stock were issued and outstanding and entitled to vote.

Why It Matters

This DEF 14A filing outlines critical governance and compensation decisions for Lunai Bioworks, directly impacting investor confidence and executive alignment. The approval of the Renovaro Biosciences, Inc. 2023 Equity Incentive Plan amendments could significantly alter employee motivation and retention, crucial for a bioworks company in a competitive talent market. Ratifying Sadler, Gibb & Associates LLC as auditors ensures continued financial oversight, a key factor for market trust. For investors, these votes signal the company's strategic direction and commitment to shareholder value, especially in a sector where innovation and executive performance are paramount.

Risk Assessment

Risk Level: medium — The risk level is medium because while the proposals are standard for an annual meeting, the approval of amendments to the Renovaro Biosciences, Inc. 2023 Equity Incentive Plan could lead to potential shareholder dilution if not managed carefully. The non-binding nature of the Say-on-Pay proposal also means executive compensation, even if voted against, may not change, posing a governance risk.

Analyst Insight

Investors should carefully review the proposed amendments to the Renovaro Biosciences, Inc. 2023 Equity Incentive Plan to understand potential dilution and its impact on their holdings. Vote 'FOR' the auditor ratification to ensure continued financial transparency, but consider voting 'AGAINST' the Say-on-Pay if executive compensation details raise concerns about alignment with performance.

Key Numbers

• 2025-10-31 — Annual Meeting Date (Date of Lunai Bioworks Inc.'s 2025 Annual Meeting of Stockholders)
• 2025-10-03 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 23,178,153 — Shares Outstanding (Number of Common Stock shares issued and outstanding and entitled to vote on the Record Date)
• 4 — Director Nominees (Number of directors to be elected at the 2025 Annual Meeting)
• 10:00 a.m. — Annual Meeting Time (Eastern Time for the virtual Annual Meeting)
• 2026-06-30 — Fiscal Year End (Fiscal year for which Sadler, Gibb & Associates LLC is proposed as auditor)

Key Players & Entities

• Lunai Bioworks Inc. (company) — Registrant for DEF 14A filing
• David Weinstein (person) — Chief Executive Officer and Director of Lunai Bioworks Inc.
• Sadler, Gibb & Associates LLC (company) — Proposed independent registered public accounting firm for Lunai Bioworks Inc.
• James A. McNulty (person) — Appointed proxy for the Annual Meeting
• Douglas W. Calder (person) — Appointed proxy for the Annual Meeting
• Securities Transfer Corporation (company) — Transfer agent for Lunai Bioworks Inc.
• SEC (regulator) — Securities and Exchange Commission
• Broadridge (company) — Vote processing agent
• Renovaro Biosciences, Inc. (company) — Company whose 2023 Equity Incentive Plan is being amended by Lunai Bioworks Inc.

FAQ

Industry Context

Lunai Bioworks operates within the biotechnology sector, which is characterized by significant research and development investment, long product development cycles, and a high degree of regulatory oversight. The industry is competitive, with companies vying for market share through innovation and strategic partnerships. Trends include advancements in gene editing, personalized medicine, and the increasing focus on rare diseases.

Regulatory Implications

As a biotechnology company, Lunai Bioworks is subject to stringent regulations from bodies like the FDA. Approval processes for new therapies are lengthy and costly, posing a significant risk. Changes in healthcare policy or reimbursement rates could also impact the company's financial performance and market access.

What Investors Should Do

1. Review the proposed amendments to the Renovaro Biosciences, Inc. 2023 Equity Incentive Plan.
2. Vote on the election of directors.
3. Consider the Say-on-Pay proposal.
4. Vote on the ratification of the independent auditor.

Key Dates

• 2025-10-31: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, Say-on-Pay, auditor ratification, and amendments to the equity incentive plan.
• 2025-10-03: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-16: Mailing of Proxy Statement, Proxy Card, and Annual Report on Form 10-K — Provides stockholders with the necessary information to vote on the proposals.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies that are required to solicit proxies for certain meetings, typically annual meetings. (This document contains the information stockholders need to vote on company matters.)

Proxy

A document authorizing another person to act as one's agent or proxy, especially in voting shares of stock. (Stockholders who cannot attend the virtual meeting can use a proxy to vote their shares.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in SEC filings. (Stockholders will vote on a non-binding advisory basis regarding the compensation of these officers.)

Common Stock

A class of stock that typically has voting rights and is entitled to receive dividends, but has a lower claim on assets than preferred stock. (The shares outstanding and entitled to vote at the annual meeting are of this class.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and specific comparative financial data to a prior year's filing (e.g., 2024 DEF 14A) is not directly available within this excerpt. However, the proposals themselves, such as the election of directors and advisory votes on executive compensation and auditor ratification, are standard recurring items in proxy statements. The inclusion of a proposal to amend the equity incentive plan suggests potential changes in the company's compensation strategy or growth plans.

Key Financial Figures

• $0.0001 — holders of our common stock, par value $0.0001 per share (“ Common Stock ”

Filing Documents

• e6953_def14a.htm (DEF 14A) — 386KB
• image_001.gif (GRAPHIC) — 13KB
• image_002.gif (GRAPHIC) — 13KB
• 0001731122-25-001378.txt ( ) — 423KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 37 CORPORATE CODE OF ETHICS AND CONDUCT 38 OTHER MATTERS 38 FUTURE STOCKHOLDER PROPOSALS 38 Annex A – AMENDMENT TO THE STOCK INCENTIVE PLAN A-1 i LUNAI BIOWORKS, INC. 2080 Century Park East, Suite 906 Los Angeles, CA 90067 PROXY STATEMENT FOR LUNAI BIOWORKS, INC. 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held on October 31, 2025 Unless the context otherwise requires, references in this proxy statement to “ we ,” “ us ,” “ our ,” the “ Company ” or “ Lunai ” refer to Lunai Bioworks, Inc., a Delaware corporation and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.0001 per share (“ Common Stock ”). The accompanying proxy is solicited by the board of directors of the Company (the “ Board ”) on behalf of Lunai Bioworks, Inc. to be voted at the Company’s 2025 Annual Meeting of Stockholders (the “ Annual Meeting ”) to be held on October 31, 2025. The Annual Meeting will be held virtually via a live webcast on the Internet on Friday, October 31, 2025, at 10:00 a.m., Eastern Time. If you held shares of our Common Stock at the close of business on October 3, 2025 (the “ Record Date ”), you are invited to attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/LNAI2025 and if you held shares of our Common Stock at the close of business on the Record Date, you are invited to vote on the proposals described in this proxy statement. The Company first began mailing the proxy statement, the proxy card, its annual report on Form 10-K, on October 16, 2025. The Company will pay the costs of soliciting proxies from stockholders. In addition to solicitation by mail, our directors, officers and employees may solicit pr

View Full Filing

View this DEF 14A filing on SEC EDGAR