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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Lunai Bioworks Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
236078101 (CUSIP Number) |
07/07/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 236078101 |
| 1 | Names of Reporting Persons
Laksya Ventures Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,163,978.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1. Represents 18,997,168 Shares held by Laksya Ventures, Inc. ("Laksya Ventures") that were issued upon conversion of convertible notes as reflected on the Form 8-K of Lunai Bioworks, Inc., a Delaware corporation ("Issuer"), filed with the SEC on July 9, 2025, 500,000 shares of common stock held directly by Laksya Ventures, and 2,666,810 shares of common stock held by Mr. Persh. Laksya Ventures is beneficially owned and controlled by Mr. Persh, who exercises sole voting and investment power.
2. Based on 230,928,963 shares of common stock, $0.0001 par value per share, issued and outstanding as of July 15, 2025, as per the Issuer's Schedule 14A filed with the SEC on July 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 236078101 |
| 1 | Names of Reporting Persons
Neil Persh | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,163,978.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 1. Represents 18,997,168 Shares held by Laksya Ventures Inc., ("Laksya Ventures") that were issued upon conversion of convertible notes as reflected on the Form 8-K of Lunai Bioworks, Inc., a Delaware corporation ("Issuer"), filed with the SEC on July 9, 2025, 500,000 shares of common stock held directly by Laksya Ventures, and 2,666,810 shares of common stock held by Mr. Persh. Laksya Ventures is beneficially owned and controlled by Mr. Persh, who exercises sole voting and investment power.
2. Based on 230,928,963 shares of common stock, $0.0001 par value per share, issued and outstanding as of July 15, 2025, as per the Issuer's Schedule 14A filed with the SEC on July 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Lunai Bioworks Inc. | |
| (b) | Address of issuer's principal executive offices:
CENTURY CITY MEDICAL PLAZA, 2080 CENTURY CITY EAST, SUITE 906 LOS ANGELES, CALIFORNIA, 90067. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Laksya Ventures Inc., a New York corporation ("Laksya Ventures"), and Neil Persh ("Mr. Persh" and, together with Laksya Ventures, collectively, the "Reporting Persons").
Laksya Ventures is a corporation owned and controlled by Mr. Persh, and in such capacity, exercises the sole voting and investment power over the Shares of the Company held for the account of Laksya Ventures. | |
| (b) | Address or principal business office or, if none, residence:
888 7th Avenue, 40th Floor, New York, NY 10019 | |
| (c) | Citizenship:
Laksya Ventures is a New York corporation. Mr. Persh is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
236078101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
All percentages of Shares outstanding contained herein are based on 230,928,963 Shares of the Company issued and outstanding as of July 15, 2025, as disclosed on the Company's Schedule 14A filed with the SEC on July 30, 2025.
As of the date hereof, Laksya Ventures may be deemed to have beneficial ownership of 22,163,978 Shares.
As of the date hereof, Mr. Persh may be deemed to have beneficial ownership of 22,163,978 Shares, representing 2,666,810 Shares held directly by Mr. Persh and 19,497,168 Shares held by Laksya Ventures. | |
| (b) | Percent of class:
The Shares beneficially owned by the Reporting Persons represent 9.6% of the total outstanding Shares. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Mr. Persh may be deemed to have the sole power to vote or direct the vote of all of the 22,163,978 Shares. | ||
| (ii) Shared power to vote or to direct the vote:
Laksya Ventures may be deemed to share the power to vote or direct the vote of all of the 22,163,978 Shares with Mr. Persh. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Persh may be deemed to have the sole power to dispose or direct the disposition of all of the 22,163,978 Shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Laksya Ventures may be deemed to share the power to dispose or direct the disposition of all of the 22,163,978 Shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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