Lunai Bioworks Inc美股招股说明书(2025-12-03版)

Lunai Bioworks Inc. Up to $11,702,826 of Common Stock We have entered into an ATM Sales Agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“DawsonJames”) relating to shares of our common stock, par value $0.0001 per share, (the “Common Stock”) offered by this prospectussupplement and the accompanying prospectus, filed as part of our registration statement on Form S-3 (File No. 333-282898). Inaccordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our Common Sales of our Common Stock, if any, under this prospectus supplement and the accompanying prospectus will be made in salesdeemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on or through the Nasdaq Capital Market (“Nasdaq”) or any other existing tradingmarket in the United States for our Common Stock, sales made to or through a market maker other than on an exchange or otherwise,directly to Dawson James as principal, in privately negotiated transactions, in block trades and/or in any other method permitted bylaw. Dawson James is not required to sell any specific amount of Common Stock but will use its commercially reasonable efforts The compensation to Dawson James for sales of Common Stock sold pursuant to the Sales Agreement will be 3.0% of thegross proceeds of any shares of Common Stock sold under the Sales Agreement. In connection with the sale of the Common Stock onour behalf, Dawson James will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofDawson James will be deemed to be underwriting commission or discount. We have also agreed to provide indemnification andcontribution to Dawson James with respect to certain liabilities, including liabilities under the Securities Act or the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). This offering pursuant to this prospectus supplement and the accompanying We are a “smaller reporting company” under the federal securities laws and, as such, are subject to reduced public companydisclosure standards for this prospectus supplement and future filings. See the section entitled “Prospectus Summary—Implications of As of the date of this prospectus supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates is $35,108,479.50, based on 23,405,653 shares of outstanding Common Stock held by non-affiliates as of December 1,2025 and a price per share of $1.50, the closing price of our Common Stock as reported on Nasdaq on November 19, 2025. Pursuantto General Instruction I.B.6 of Form S-3, in no event will we offer to sell, pursuant to the registration statement of which thisprospectus supplement forms a part, securities in a public primary offering with a value exceeding one-third of our public float in any12-month period so long as the aggregate market value of our outstanding Common Stock held by non-affiliates remains below $75 Our Common Stock is listed on the Nasdaq under the symbol “LNAI”. On December 1, 2025, the last reported sale price ofour Common Stock on Nasdaq was $1.31 per share. Unless otherwise indicated, the number of our shares of Common Stock presented in this prospectus supplement is adjustedto reflect the Reverse Stock Split that was implemented on September 29, 2025. See the section entitled “Prospectus Supplement Investing in our Common Stock involves a high degree of risk. See the “Risk Factors“ section beginning on page S - 7of this prospectus supplement and page 5 of the accompanying prospectus, as well as our other filings that are incorporated by Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying Dawson James Securities, Inc. This prospectus supplement is dated December 2, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PROSPECTUS You should rely only on the information we have provided or incorporated by reference in this prospectus supplement.We have not authorized anyone to provide you with information different from that contained or incorporated by reference inthis prospectus supplement. This prospectus supplement is an offer to sell only the securities offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. You should assume that the information contained in this prospectus supplement is accurate only as of their respectivedates and that any information we have incorporated by reference is accurate only as of the date of the document incorporated ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and also supplements and updates information conta