Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 27, 2026, Lunai Bioworks, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Neurobridge IP Holdings Incorporated, a Delaware corporation ("Holdings"), Lunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and the holders of all of the issued and outstanding capital stock of Holdings, namely Oncotelic Inc., a Delaware corporation ("Oncotelic"), and Pelerin Therapeutics Inc., a corporation existing under the laws of the Province of British Columbia, Canada ("Pelerin" and, together with Oncotelic, the "Holders"). Pursuant to the Merger Agreement, Holdings merged with and into Merger Sub in a triangular merger (the "Merger"), with Merger Sub continuing as the surviving corporation and as a wholly owned subsidiary of the Company. The Merger was completed on May 1, 2026, and the information set forth under Item 2.01 below regarding the completion of the Merger is incorporated into this Item 1.01 by reference.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Immediately prior to the effective time of the Merger, all of the issued and outstanding capital stock of Holdings was owned 62.5% by Oncotelic and 37.5% by Pelerin. The sole assets of Holdings at the effective time of the Merger consisted of a multi-jurisdictional patent portfolio (collectively, and as further defined in the Merger Agreement, the "Patents"), which the Holders had contributed to Holdings prior to the effective time. The Patents are described in further detail under the heading "The Patents" below, and a complete listing is set forth on Schedule 3.6 to the Merger Agreement. The acquired intellectual-property rights consist solely of those patents and patent applications; Holdings had no continuity of revenue-producing activity or operating infrastructure, including no employees, customers, sales force, distribution system, facilities, production techniques, trade names or revenue-producing operations, and had no material liabilities.

Merger Consideration; Series B Convertible Preferred Stock. In consideration for the Merger, 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. 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 three (3) shares to Pelerin (representing 37.5% of the Series B Preferred Stock and an aggregate Stated Value of $7,500,000). No cash consideration was paid in connection with the Merger.

Material Terms of the Series B Preferred Stock. The rights, preferences, privileges and restrictions of the Series B Preferred Stock are set forth in a Certificate of Designation of Series B Convertible Preferred Stock (the "Certificate of Designation"), which the Company filed with the Secretary of State of the State of Delaware on May 1, 2026 pursuant to 8 Del. C. § 151(g) and which became effective upon filing. The Certificate of Designation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Series B Preferred Stock has the following material terms: