Lunai Bioworks, Inc. entered into debt exchange agreements with three holders of secured promissory notes, canceling an aggregate of $828,770.14 in outstanding principal and accrued interest. In exchange for the debt, the company issued 3,909,293 shares of common stock at an implied price of $0.21 per share and common stock purchase warrants to acquire an additional 1,433,621 shares at an exercise price of $0.21 per share, expiring March 24, 2036. The company also entered a binding agreement to acquire blood-brain barrier (BBB) delivery technology and central nervous system (CNS) Alzheimer's drug assets from Clemann Group, SAS. This acquisition is structured as a $20.0 million strategic investment in Series B Convertible Preferred Stock with a fixed conversion price of $1.50 per share, subject to a 19.9% beneficial ownership limitation and no variable pricing or reset provisions. The acquired technology is designed to facilitate delivery of therapeutics across the blood-brain barrier, remain inactive systemically, and activate within the brain, targeting pathways associated with acetylcholinesterase modulation and other neurological mechanisms.