Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 6, 2026, Lunai Bioworks, Inc. (the "Company") entered into an Amended and Restated Employment Agreement, dated as of November 2, 2026 and effective as of October 14, 2026 (the "Amended Agreement"), with David Weinstein, the Company's Chief Executive Officer and a director. The Amended Agreement amends and restates Mr. Weinstein's employment agreement dated as of October 14, 2024 (the "Prior Agreement").

Under the Amended Agreement, Mr. Weinstein's employment is at will and, unless extended by written agreement, ends on December 28, 2026. Beginning October 14, 2026, his annual base salary is $275,000, reduced from $400,000 under the Prior Agreement, and he is not entitled to any bonus or equity award unless separately approved by the Board of Directors. Payment of his October 2026 base salary of $28,150.68 is deferred and will be paid in a lump sum, without interest, on the earlier of the end of his employment and December 28, 2026, and in all events no later than March 15, 2027.

Mr. Weinstein waived his rights under the Prior Agreement to severance of six months' base salary (approximately $200,000), continued benefits and accelerated vesting on a termination without Cause or for Good Reason, and waived any claim that the changes made by the Amended Agreement constitute Good Reason or a breach of the Prior Agreement. On termination for any reason he is entitled only to earned but unpaid base salary and unreimbursed business expenses. Compensation earned and unpaid under the Prior Agreement for periods before October 14, 2026, equity awards vested as of that date, and his indemnification, expense-advancement and directors' and officers' insurance rights are preserved. The non-competition and non-solicitation covenants in the Prior Agreement are terminated; confidentiality and invention-assignment obligations continue.

The foregoing description of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.