Form 8-K

8-K — Lunai Bioworks Inc.

Accession: 0001731122-26-000653

Filed: 2026-05-01

Period: 2026-04-27

CIK: 0001527728

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — e7595_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (e7595_ex2-1.htm)

EX-3.1 — EXHIBIT 3.1 (e7595_ex3-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): April

27, 2026

LUNAI

BIOWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38758

45-2259340

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

3400 Cottage Way, Suite G2, #3256, Sacramento,

California 95825

(Address of principal executive offices)

(424) 222-9301

(Registrant’s telephone number, including

area code)

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common

Stock, par value $0.0001 per share

LNAI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of

1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

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:

● Conversion; Conversion Gate; Section 5.11 Solicitation Covenant. The Series B Preferred Stock is convertible into common stock at a fixed conversion

price of $1.50 per share (the “Conversion Price”), with a maximum of 13,333,333 underlying shares of common stock based on

the aggregate Stated Value (subject to adjustment under the Certificate of Designation). No shares of the Series B Preferred Stock are

convertible prior to the Company’s receipt of the requisite stockholder approval under Nasdaq Listing Rule 5635 (the “Stockholder

Approval”). Stockholder Approval is not a condition to the closing of the Merger, and the Stockholder Approval Proposal is not being

submitted at the Company’sspecial meeting on May 8, 2026 (rescheduled from May 4, 2026) absent a separate definitive proxy supplement.

Pursuant to Section 5.11 of the Merger Agreement, the Company has covenanted, subject to applicable law and the fiduciary duties of the

Company’s Board of Directors, to use commercially reasonable efforts to submit the Stockholder Approval Proposal to its stockholders

as soon as reasonably practicable after the closing of the Merger, and in any event to commence such process within 180 days after the

closing. The Merger Agreement also contains an express Nasdaq savings clause: the failure to obtain such Stockholder Approval will not

result in any increase in the Stated Value, the Conversion Ratio or any dividend, any decrease in the Conversion Price, any redemption

right, rescission right, penalty, fee, liquidated damages or other monetary or economic consequence favorable to any Holder. The savings

clause is an express Nasdaq Listing Rule 5635 / IM-5635-2 compliance feature and is not a reservation of any right by the Company to delay

or decline to perform the Section 5.11 covenant.

● Voting; dividends; redemption; anti-dilution. The Series B Preferred Stock is non-voting (except as required by Delaware law

and for limited class-protection rights), bears no dividends, is not redeemable, has no price-based anti-dilution protection, and is not

a “Future Priced Security” under Nasdaq Listing Rule IM-5635-4. Consistent with Nasdaq Listing Rule IM-5635-2, the voting

exclusion follows the securities issued as Merger Consideration (and any common stock issuable upon conversion). The issuance does not

constitute or effect a change of control under Nasdaq Listing Rule 5635(b).

● Beneficial-ownership limitation. Conversion is subject to a 4.99% beneficial-ownership blocker (increasable by a holder to

9.99% on 61 days’ prior written notice; further increases require Company consent and Nasdaq Listing Rule 5635 review).

● Forfeiture, cancellation and set-off; IP clawback. Under Article VI of the Merger Agreement (and subject to Section 160 of

the Delaware General Corporation Law), the Company may satisfy finally determined indemnification obligations of a Holder by set-off,

forfeiture and cancellation of Series B Preferred Stock (at Stated Value) or directly held converted common stock (at the Conversion Price),

or direct cash recovery. Conversion is suspended for any Holder against whom the Company has asserted unresolved indemnification claims

reasonably estimated to exceed $250,000. Section 6.9 of the Merger Agreement establishes a special IP clawback architecture, with stop-transfer

and conversion suspension upon an “IP Assertion Event” and forfeiture and cancellation upon an “IP Clawback Event,”

subject to a contractual liquidated-damages framework for final invalidity or unenforceability of the Patents.

● Restricted securities; legends; no DTC. The Series B Preferred Stock (and any underlying common stock) constitute “restricted

securities” under Rule 144, will bear customary restrictive legends, and will be maintained in restricted book-entry form directly

on the records of the Company or its transfer agent and will not be DTC-eligible until the legends are removed. The Series B Preferred

Stock issued to Pelerin bears an additional NI 45-102 Canadian restrictive legend reflecting a hold period expiring four (4) months and

one (1) day after the later of the original issue date and the date the issuer became a reporting issuer in any province or territory

of Canada.

Indemnification; restrictive covenants. The Holders’ indemnification

obligations under the Merger Agreement are several (and not joint), on a pro rata basis (62.5% Oncotelic / 37.5% Pelerin), subject to

a $25,000 deductible and a general 25% cap, with fundamental, IP, tax and certain other matters uncapped subject to a collective aggregate

cap equal to the $20,000,000 Stated Value of the Merger Consideration; Holder-specific representations are recoverable solely from the

breaching Holder; fraud and willful-breach losses are uncapped. The Holders are subject to customary restrictive covenants (including

non-challenge of the Patents, confidentiality and non-disparagement, in each case with customary regulatory, whistleblower and California

§ 16600 carveouts), and have contractually waived appraisal rights under Section 262 of the Delaware General Corporation Law.

The Patents. The Patents are a multi-jurisdictional patent portfolio

consisting of patent applications and granted patents directed to (i) heterocyclic compounds and methods for the treatment of Alzheimer’s

disease (the “Pelerin Patent Family”) and (ii) anti-TGF-beta agents, apomorphine formulations, and intranasal and combination

delivery technologies for the treatment of neurological disorders (the “Oncotelic Patent Family,” and together with the Pelerin

Patent Family, the “Patents”). Each of the Patents was contributed by the applicable Holder to Holdings prior to the effective

time of the Merger and, upon the effective time of the Merger, became owned by the surviving corporation as a wholly owned subsidiary

of the Company. The Patents are described in summary form below; a complete inventory (including patent and application numbers, jurisdictions,

filing and issue dates, and current status) is set forth on Schedule 3.6 to the Merger Agreement.

Pelerin Patent Family. Canadian Patent Application No. CA2026050584

(Applicant: Pelerin Therapeutics Inc.; File No. P6943PC00; Date of Receipt: April 22, 2026; Status: Pending), titled “Heterocyclic

Compounds for the Treatment of Alzheimer Disease,” which generally covers heterocyclic compounds, their preparation, and their use

as medicaments for the treatment of Alzheimer’s disease. The Pelerin Patent Family also includes the related U.S. provisional application

set forth on Schedule 3.6.

Oncotelic Patent Family. The Oncotelic Patent Family consists of

an international (PCT) patent application, a pending U.S. patent application, three U.S. provisional patent applications, one granted

Australian patent, and pending patent applications in 10 additional jurisdictions, in each case directed to anti-TGF-beta agents, apomorphine

formulations, and related compositions and delivery technologies for the treatment of neurological disorders. Material members of the

Oncotelic Patent Family include:

● International Patent Application No. PCT/US2022/075763, titled “Treatment of Neurological Disorders,” filed on August

31, 2022, published as WO 2023/039345 on March 16, 2023, which generally covers anti-TGF-beta agents (including antisense oligonucleotides

and OT-101/Trabedersen), apomorphine-based formulations, and therapeutic compositions for the treatment of Parkinson’s disease,

Alzheimer’s disease, and related conditions;

● U.S. Patent Application No. 18/600,993 (continuation), titled “Treatment of Neurological Disorders,” filed on March 11,

2024, published as US 2024/0216359 A1 on July 4, 2024, status pending, which generally covers anti-TGF-beta agents, apomorphine formulations,

and methods for treating neurological disorders;

● U.S. Provisional Patent Application No. 64/042,932, filed on April 17, 2026, titled “Nasal Delivery of Pharmaceutical Agents,”

which generally covers intranasal-delivery formulations and methods for dopaminergic modulators (including apomorphine), oxytocin receptor

agonists (including carbetocin), and other CNS-active compounds;

● U.S. Provisional Patent Application No. 64/042,938, filed on April 17, 2026, titled “Drug Delivery of CNS Agents,” which

generally covers multi-agent intranasal-delivery formulations including combinations of CNS-active pharmaceutical agents;

● U.S. Provisional Patent Application No. 64/042,941, filed on April 17, 2026, titled “Combination Therapeutics for CNS Disorders,”

which generally covers multi-drug therapeutic combinations for CNS disorders, including dopaminergic, GABAergic, NMDA-modulating, antihistamine

and anticonvulsant agents; and

● Australian Patent No. 2022341090 (granted), with corresponding pending applications in Japan, Canada, Brazil, Mexico, the European

Union, India, China, Hong Kong and South Korea, in each case as further described on Schedule 3.6 to the Merger Agreement.

The Company intends to evaluate the Patents in connection with its central

nervous system (CNS) and related research and development programs, including in the context of evaluating opportunities for combination

and intranasal delivery of CNS-active compounds. Whether and to what extent the Company is able to advance any program based on the Patents

(including any combination or delivery approach) will depend on a variety of factors, including continued patent prosecution, validity

and enforceability, the outcome of any opposition, reexamination or similar proceeding, the regulatory pathway selected by the Company

for any candidate, the success of related preclinical and clinical activities, the availability of capital, and the discretion of the

Company’s Board of Directors. The Patents are not associated with any ongoing operations, and the Company has not assumed any material

liabilities in connection with the acquisition. No assurance can be given as to the commercial value, validity or enforceability of any

of the Patents, as to the issuance of any patent based on any pending patent application, or as to the success of any program that the

Company may pursue based on the Patents. See the section titled “Forward-Looking Statements” below.

No “Business” for purposes of Rule 3-05 of Regulation S-X.

The Company does not believe that the acquisition of Holdings constitutes the acquisition of a “business” within the meaning

of Rule 11-01(d) of Regulation S-X. The Company’s management performed the facts-and-circumstances continuity analysis required

under Rule 11-01(d) and determined that the transferred assets consisted solely of the Patents, that there was no continuity of revenue-producing

activity, and that no operating infrastructure was acquired or transferred — including no employees, customer base, sales force,

distribution system, physical facilities, production techniques, trade names or revenue-producing operations. Accordingly, the Company

does not believe that historical financial statements of Holdings or pro forma financial information are required to be filed under Item

9.01 of Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 1, 2026, the Company completed the Merger described under Item 1.01

above. Upon the effective time of the Merger on May 1, 2026, Holdings merged with and into Merger Sub, with Merger Sub continuing as the

surviving corporation and as a wholly owned subsidiary of the Company. The sole assets of Holdings as of immediately prior to the effective

time of the Merger consisted of the multi-jurisdictional patent portfolio described under Item 1.01 above and under the heading “The

Patents” below (collectively, the “Patents”), which the Holders contributed to Holdings prior to the effective time.

Holdings had no operations, no employees, no revenue, and no assets or material liabilities other than the Patents.

In consideration for the Merger, on May 1, 2026 the Company issued an aggregate

of eight (8) shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) to the Holders, allocated five

(5) shares to Oncotelic Inc. (representing 62.5% of the Series B Preferred Stock and an aggregate Stated Value of $12,500,000) and three

(3) shares to Pelerin Therapeutics Inc. (representing 37.5% of the Series B Preferred Stock and an aggregate Stated Value of $7,500,000).

The Series B Preferred Stock has a per-share Stated Value of $2,500,000 and an aggregate Stated Value of $20,000,000. The maximum number

of shares of common stock issuable upon full conversion of the Series B Preferred Stock following receipt of the Stockholder Approval

(calculated based on the aggregate Stated Value and the fixed Conversion Price of $1.50 per share of common stock) is 13,333,333 shares

of common stock, subject to adjustment under the Certificate of Designation. No cash consideration was paid in connection with the Merger.

The information set forth under Item 1.01 above (including the Rule 11-01(d)

management analysis) and under Items 3.02, 3.03 and 5.03 below is incorporated into this Item 2.01 by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing

Rule or Standard; Transfer of Listing.

As previously disclosed, on February 6, 2026, the Company received a letter

from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff had determined

to delist the Company’s common stock from The Nasdaq Capital Market. The Company timely requested a hearing before the Nasdaq Hearings

Panel (the “Panel”), which stayed the delisting action pending the Panel’s decision.

On April 20, 2026, the Company received notice from

the Panel (in the “Decision”) that it had until April 27, 2026, to regain compliance with the $2.5 million equity requirement

under

Nasdaq Listing Rule 5550(b)(1)

(the “Stockholders’ Equity Rule”). On April 27, 2026, the Company requested an extension from the Panel

through May 1, 2026 to regain compliance with the Stockholder’ Equity Rule.

The Decision also provided

the Companythrough June 1, 2026 to demonstrate compliance with the $1.00 closng bid price requirement under Nasdaq Listing Rule 5550(a)(2)

(the “Bid Price Rule”). On April 27, 2026, the Company requested an extension from the Panel through June

4, 2026, to regain compliance with the Bid Price Rule.

On May 1, 2026, the Company completed the Merger

described under Item 1.01 and Item 2.01 above and issued the Series B Preferred Stock having an aggregate Stated Value of $20,000,000

to the Holders. The Merger and the related issuance of the Series B Preferred Stock is the principal transaction undertaken by the Company

to achieve compliance with the Stockholders’ Equity Rule and the Company will determine and disclose the equity treatment

of the Series B Preferred Stock in accordance with applicable accounting standards.After giving effect to the Merger,the issuance of

the Series B Preferred Stock, and based on the Company’s preliminary accounting and fair-value analysis, the Company believes its

stockholders’ equity exceeds the $2.5 million minimum required by Nasdaq Listing Rule 5550(b)(1). The Company is awaiting the Panel’s

formal determination of compliance with the Stockholder’s Equity Rule. There can be no assurance that the Panel will determine

that the Company has satisfied the Stockholders’ Equity Rule, and any such determination by the Panel is subject to the Panel’s

continuing review of the Company’s disclosures, financial condition and progress toward compliance with the Bid Price Rule. If

the Panel determines that the Company has not satisfied the conditions set forth in the Panel’s decision (as so extended), Nasdaq

may take further action to delist the Company’s common stock from The Nasdaq Capital Market.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under Item 1.01 and Item 2.01 above is incorporated

herein by reference. On May 1, 2026, the Company issued an aggregate of eight (8) shares of Series B Preferred Stock to the Holders as

Merger Consideration, of which five (5) shares were issued to Oncotelic Inc. and three (3) shares were issued to Pelerin Therapeutics

Inc. The Series B Preferred Stock has a per-share Stated Value of $2,500,000 and an aggregate Stated Value of $20,000,000. The maximum

number of shares of common stock issuable upon full conversion of the Series B Preferred Stock following receipt of the Stockholder Approval

is 13,333,333 shares of common stock, subject to adjustment under the Certificate of Designation.

The Series B Preferred Stock was issued in a private placement in reliance

on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided

by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each of the Holders represented to the Company

that it is an “accredited investor” as defined in Rule 501(a) of Regulation D, that it acquired the Series B Preferred Stock

for its own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution in violation

of the Securities Act, and that it has such knowledge and experience in financial and business matters as to be capable of evaluating

the merits and risks of the investment. The issuance did not involve any general solicitation or general advertising, and no commissions

or underwriting discounts were paid in connection with the issuance.

The Series B Preferred Stock (and any shares of common stock issuable upon

conversion thereof) constitutes “restricted securities” within the meaning of Rule 144 under the Securities Act and bears

customary restrictive legends, including legends evidencing the Conversion Gate, the forfeiture, cancellation and set-off rights of the

Company under Article VI of the Merger Agreement (including the special IP clawback under Section 6.9), and the transfer restrictions

and stop-transfer mechanics set forth in the Certificate of Designation. The Series B Preferred Stock issued to Pelerin additionally bears

a restrictive legend required by Section 2.5 of National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators,

evidencing a Canadian hold period (the parties intend the holder not to trade the security before the date that is four (4) months and

one (1) day after the later of the original issue date and the date the issuer became a reporting issuer in any province or territory

of Canada).

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01, Item 2.01 and Item 5.03 of this

Current Report on Form 8-K is incorporated into this Item 3.03 by reference. On May 1, 2026, in connection with the closing of the Merger

and the issuance of the Series B Preferred Stock, the Company filed the Certificate of Designation of Series B Convertible Preferred Stock

with the Secretary of State of the State of Delaware, designating the Series B Preferred Stock and fixing the rights, preferences, privileges

and restrictions thereof. The issuance of the Series B Preferred Stock and the filing of the Certificate of Designation may be deemed

to materially modify the rights of holders of the Company’s common stock to the extent that, in the event of any liquidation, dissolution

or winding up of the Company, the holders of the Series B Preferred Stock are entitled to a senior liquidation preference equal to the

aggregate Stated Value of the Series B Preferred Stock ($20,000,000), and to the extent that, upon receipt of the Stockholder Approval,

the Series B Preferred Stock will become convertible into shares of common stock at a fixed Conversion Price of $1.50 per share, subject

to a 4.99% beneficial ownership limitation (which a holder may elect to increase to 9.99% on 61 days’ prior written notice and which

any further increase requires the Company’s consent and Nasdaq Listing Rule 5635 compliance review).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On May 1, 2026, the Company filed the Certificate of Designation of Series

B Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating

the Series B Preferred Stock and fixing the rights, preferences, privileges and restrictions thereof. The Certificate of Designation became

effective upon filing. A summary of the material terms of the Series B Preferred Stock is set forth under Item 1.01 and Item 2.01 above

and is incorporated into this Item 5.03 by reference. The foregoing description of the Certificate of Designation is qualified in its

entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable. As described under Item 1.01 above, the Company does not

believe that the acquisition of Holdings constitutes the acquisition of a “business” within the meaning of Rule 11-01(d) of

Regulation S-X. Accordingly, the Company does not believe that financial statements of Holdings are required to be filed pursuant to Rule

3-05 of Regulation S-X.

(b) Pro Forma Financial Information.

Not applicable, for the reasons set forth in paragraph (a) above. See also

Article 11 of Regulation S-X.

(d) Exhibits.

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated as of April 27, 2026, by and among Lunai Bioworks, Inc., Lunai Bioworks IP, Inc., Neurobridge IP Holdings Incorporated, Oncotelic Inc., and Pelerin Therapeutics Inc.

3.1

Certificate of Designation of Series B Convertible Preferred Stock of Lunai Bioworks, Inc., as filed with the Secretary of State of the State of Delaware on May 1, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

The Special Meeting and the Proposals Being Voted On

This Current Report on Form 8-K may be deemed to constitute definitive

additional soliciting material filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended, in connection with

the Company’s special meeting of stockholders scheduled to be held on May 8, 2026.

The Company’s special meeting of stockholders is scheduled to be

held on May 8, 2026 (rescheduled from May 4, 2026) (the “Special Meeting”), virtually via the meeting platform identified

in the Definitive Proxy Statement (as defined below). The proposals to be considered by stockholders at the Special Meeting (including

the proposal to approve a reverse stock split intended to assist the Company in regaining compliance with the Bid Price Rule (the “Reverse Split Proposal”)) are described in the Definitive Proxy Statement, and the Company’s Board

of Directors recommends that stockholders vote

FOR each of the proposals described in the Definitive Proxy Statement,

including the Reverse Split Proposal.

This Current Report on Form 8-K does not change any of the proposals

to be voted on at the Special Meeting, and does not seek any vote, consent or other authorization with respect to the Merger, the issuance

of the Series B Preferred Stock or the conversion of the Series B Preferred Stock into common stock. The Stockholder Approval Proposal

is not on the ballot for the Special Meeting unless the Company files a separate definitive proxy supplement expressly adding such

proposal. The Merger and the issuance of the Series B Preferred Stock are intended to address the Stockholders’ Equity Rule under

Nasdaq Listing Rule 5550(b)(1) only; they do not cure the Bid Price Rule under Nasdaq Listing Rule 5550(a)(2), and the Reverse Split Proposal

remains necessary to assist the Company in regaining compliance with the Bid Price Rule. The Board of Directors’ recommendation

in favor of the Reverse Split Proposal is unchanged. Proxies previously submitted by stockholders remain effective and will be voted at

the Special Meeting in accordance with such stockholders’ instructions, unless and until properly revoked. Stockholders who have

already voted do not need to take any action in response to this Current Report on Form 8-K, but may change their vote at any time before

the Special Meeting in the manner described in the Definitive Proxy Statement, as amended and supplemented.

Additional Information and Where to Find It

In connection with the Special Meeting, the Company has filed with the

U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement, as amended and supplemented, including (i)

the original definitive proxy statement and form of proxy filed on April 13, 2026, (ii) a revised definitive proxy statement on Schedule

14A (DEFR14A) filed on April 15, 2026 amending the original definitive proxy statement, and (iii) the Current Report on Form 8-K filed

on April 28, 2026 announcing the postponement of the previously scheduled May 4, 2026 Special Meeting to May 8, 2026 (together with any

further amendment or supplement thereto, the “Definitive Proxy Statement, as amended and supplemented”). The Company has filed

with the SEC a definitive proxy statement, as amended and supplemented, in connection with the Special Meeting. Stockholders are urged

to read the definitive proxy statement, as amended and supplemented, and any other relevant documents filed with the SEC because they

contain important information regarding the matters to be voted on at the Special Meeting. Stockholders may obtain free copies of the

Definitive Proxy Statement, as amended and supplemented, this Current Report on Form 8-K and any other documents filed by the Company

with the SEC at the SEC’s website at www.sec.gov, or by directing a request to the Company at 3400 Cottage Way, Suite G2, #3256,

Sacramento, California 95825, Attention: Corporate Secretary.

Participants in the Solicitation

The Company and its directors and executive officers

may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special

Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the

Company by security holdings or otherwise is set forth in (i) the Original Definitive Proxy Statement filed on April 13, 2026 (specifically

including the sections captioned “Security Ownership of Certain Beneficial Owners and Management” and “Compensation

of Directors and Executive Officers”), (ii) the DEFR14A filed on April 15, 2026, and (iii) the Company’s most recent Annual

Report on Form 10-K filed with the SEC, in each case as updated from time to time by the Company’s other filings with the SEC.

To the extent that holdings of the Company’s securities by such participants have changed since the amounts set forth in the Definitive

Proxy Statement, as amended and supplemented, such changes have been or will be reflected on Statements of Change in Ownership on Form

4 filed by such participants with the SEC. The foregoing filings, including hyperlinks where they are available on the SEC’s EDGAR

system, may be accessed free of charge at www.sec.gov, in each case as contemplated by SEC Compliance and Disclosure Interpretation 132.03.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within

the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the expected

effects of the Merger and the issuance of the Series B Preferred Stock on the Company’s stockholders’ equity and on the Company’s

compliance with Nasdaq Listing Rule 5550(b)(1) and Nasdaq Listing Rule 5550(a)(2); the accounting and fair-value treatment of the Series

B Preferred Stock; the Company’s solicitation covenant under Section 5.11 of the Merger Agreement; the timing, content and terms

of any solicitation of the Stockholder Approval; the issuance of any common stock upon conversion of the Series B Preferred Stock; the

conduct, outcome and timing of the Special Meeting (including the Reverse Split Proposal); the value, validity or enforceability of the

patents and patent application acquired in the Merger; and the Company’s continued listing on The Nasdaq Capital Market. These statements

involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Important factors include, without limitation, the risk that Nasdaq or the Nasdaq Hearings Panel does not accept the Merger and the related

issuance of the Series B Preferred Stock as sufficient to demonstrate compliance with the Stockholders’ Equity Rule; the risk that

the accounting, classification or fair-value treatment of the Series B Preferred Stock differs from the Company’s expected treatment

in a manner that affects pro forma stockholders’ equity (including the risk that the equity component recognized for purposes of

the Stockholders’ Equity Rule is less than the aggregate $20,000,000 Stated Value of the Series B Preferred Stock); the risk that

the Company is unable to satisfy the Bid Price Rule (with or without effecting a reverse stock split); the risk that, although the Company

has covenanted under Section 5.11 of the Merger Agreement to use commercially reasonable efforts to submit the Stockholder Approval Proposal

to its stockholders and to commence such process within 180 days after the closing of the Merger, the stockholders do not approve the

Stockholder Approval Proposal at any meeting at which it is submitted; the risk that the Company’s commencement of the Section 5.11

solicitation process is delayed or that the timing, content or terms of the solicitation differ from current expectations; the risk that

any proposal voted on at the Special Meeting (including the Reverse Split Proposal, and any proposal seeking the Stockholder Approval

if subsequently added to the ballot by definitive proxy supplement) is not approved by stockholders; the risk that the patents and patent

application acquired in the Merger are invalidated, infringed or otherwise impaired (which may trigger the Company’s IP clawback

rights under Section 6.9 of the Merger Agreement); the risk of delisting from The Nasdaq Capital Market; and the risks described in the

Company’s filings with the SEC, including under “Risk Factors” in the Company’s most recent Annual Report on Form

10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statement, except

as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LUNAI BIOWORKS, INC.

Date:

May 1, 2026

By:

/s/ David Weinstein

Name:

David Weinstein

Title:

Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: e7595_ex2-1.htm · Sequence: 2

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

by and among

LUNAI BIOWORKS, INC.

LUNAI BIOWORKS IP, INC.

NEUROBRIDGE IP HOLDINGS INCORPORATED

and

THE HOLDERS PARTY HERETO

Dated as of April 27, 2026

Page 1 of 26

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”)

is made and entered into as of April 27, 2026 (the “Effective Date”), by and among (i) Lunai Bioworks, Inc., a Delaware

corporation with principal executive offices at 3400 Cottage Way, Suite G2, #3256, Sacramento, CA 95825 (“Parent”);

(ii) Lunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (iii)

Neurobridge IP Holdings Incorporated, a Delaware corporation (“Holdings”); (iv) Oncotelic Inc., a Delaware corporation

with principal offices at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 (“Oncotelic”); and (v) Pelerin Therapeutics

Inc., a corporation existing under the laws of the Province of British Columbia, Canada (Incorporation Number BC1532259) (“Pelerin”

and, together with Oncotelic, collectively the “Holders” and each a “Holder”). Parent, Merger Sub,

Holdings and the Holders are referred to herein individually as a “Party” and collectively as the “Parties”.

R E C I T A L S

WHEREAS, Holdings is a Delaware corporation

formed to hold the Patents (as defined herein), and the Parties intend that, immediately prior to the Effective Time, (i) the Patents

will have been contributed to Holdings by the Holders, (ii) all of the issued and outstanding equity securities of Holdings will be owned

beneficially and of record sixty-two and one-half percent (62.5%) by Oncotelic and thirty-seven and one-half percent (37.5%) by Pelerin,

and (iii) the Holders will collectively own all of the issued and outstanding capital stock of Holdings;

WHEREAS, Merger Sub is a Delaware corporation

newly formed by Parent for the sole purpose of effecting the Merger (as defined herein), has conducted no business other than in connection

with the Transactions, and all of its issued and outstanding capital stock is owned beneficially and of record by Parent;

WHEREAS, upon the terms and subject to the

conditions set forth herein and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”),

Holdings shall merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of

Parent (the “Merger”);

WHEREAS, in consideration for the Merger, Parent

shall issue to the Holders, on the terms and subject to the conditions set forth herein, shares of Parent’s Series B Convertible

Preferred Stock (the “Series B Preferred Stock”), having the powers, preferences, rights, qualifications, limitations

and restrictions set forth in the Certificate of Designation (as defined herein);

WHEREAS, the Series B Preferred Stock will

have an aggregate Stated Value of Twenty Million Dollars ($20,000,000) at a fixed conversion price of $1.50 per share; and

WHEREAS, the Parties have structured the Series

B Preferred Stock and the Merger Consideration (as defined herein) with the intent of complying with the applicable rules of The Nasdaq

Stock Market LLC (“Nasdaq”), including Nasdaq Listing Rule 5635 and the interpretive guidance thereunder (including

IM-5635-2 and IM-5635-4); the Parties acknowledge and agree that the issuance of the Merger Consideration at the Closing has been structured

with the intent of complying with Rule 5635 without pre-Closing Stockholder Approval with the Conversion Gate as the compliance architecture

(no conversion of Series B Preferred Stock into Common Stock prior to receipt of Stockholder Approval), supported by the non-voting character

of the Series B Preferred Stock (except as required by applicable law) and the fixed Conversion Price equaling or exceeding the Minimum

Price under Rule 5635(d)(1)(A); and Stockholder Approval is intended to be required only for conversion of Series B Preferred Stock into

Common Stock following the Closing;

WHEREAS, the respective Boards of Directors

of Parent, Merger Sub and Holdings have each (i) determined that this Agreement, the Merger and the other transactions contemplated hereby

(collectively, the “Transactions”) are advisable and in the best interests of their respective corporations and stockholders,

and (ii) approved and adopted this Agreement, the Merger and the Transactions;

Page 2 of 26

WHEREAS, the Holders, constituting all of the

stockholders of Holdings, have approved and adopted this Agreement and the Merger by written consent pursuant to Section 228 of the DGCL,

and Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement and the Merger by written consent pursuant

to Section 228 of the DGCL; and

WHEREAS, as a material inducement to Parent

and Merger Sub entering into this Agreement, each Holder has agreed to be bound by the covenants, obligations, representations, warranties

and indemnification obligations set forth herein, including the patent-protection and related restrictive covenants, Nasdaq-cooperation

and indemnification provisions contained herein.

NOW, THEREFORE, in consideration of the foregoing

and the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

THE MERGER

Section 1.1. The Merger.

Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time

(as defined below), Holdings shall be merged with and into Merger Sub. As a result of the Merger, the separate corporate existence of

Holdings shall cease, and Merger Sub shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)

and as a wholly owned subsidiary of Parent.

Section 1.2. Closing. The

closing of the Merger (the “Closing”) shall take place remotely by exchange of electronic signatures, subject to the satisfaction

or, to the extent permitted by law, waiver by Parent of the conditions set forth in Article VII, at such time and on such date as Parent

may designate (the “Closing Date”).

Section 1.3. Effective Time.

On the Closing Date, the Parties shall cause a certificate of merger (the “Certificate of Merger”), in substantially

the form attached hereto as Exhibit A, to be executed and filed with the Secretary of State of the State of Delaware in accordance with

Section 251 of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary

of State of the State of Delaware, or at such later time as Parent may designate and specify in the Certificate of Merger (the “Effective

Time”).

Section 1.4. Effects of the

Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the

applicable provisions of the DGCL, including Section 259 thereof. All property, rights, privileges, powers and franchises of Holdings

and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Holdings and Merger Sub shall become

the debts, liabilities and duties of the Surviving Corporation.

Section 1.5. Charter; Bylaws;

Directors and Officers of the Surviving Corporation. At the Effective Time, (a) the certificate of incorporation and bylaws of

Merger Sub, each as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving

Corporation; and (b) the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers

of the Surviving Corporation, in each case until thereafter changed in accordance with applicable law.

ARTICLE II

CONVERSION OF SECURITIES; MERGER CONSIDERATION;

NASDAQ COMPLIANCE

Section 2.1. Conversion of

Holdings Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of any Party or any

holder of any securities of Holdings or Merger Sub:

Page 3 of 26

(a) Conversion of Holdings

Common Stock. Each share of common stock of Holdings (“Holdings Common Stock”), issued and outstanding immediately

prior to the Effective Time shall be converted automatically into the right to receive its pro rata portion of the Merger Consideration

(as defined in Section 2.2), allocated as set forth in Section 2.4. All such shares, when so converted, shall automatically be cancelled

and retired and shall cease to exist, and each Holder shall thereafter cease to have any rights with respect thereto, except the right

to receive, subject to and in accordance with this Agreement, the Merger Consideration.

(b) Treasury Shares.

Each share of Holdings Common Stock, if any, held in the treasury of Holdings immediately prior to the Effective Time shall be cancelled

and retired without any conversion thereof and no consideration shall be delivered in exchange therefor.

Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding

as one share of common stock of the Surviving Corporation, and shall constitute the only issued and outstanding capital stock of the Surviving

Corporation immediately following the Effective Time.

Section 2.2. Merger Consideration.

The aggregate consideration to be paid by Parent in the Merger (the “Merger Consideration”) shall consist of

eight (8) shares of Series B Preferred Stock (the “Consideration Shares”), each having a stated value of Two Million

Five Hundred Thousand and No/100 Dollars ($2,500,000.00) per share (the “Stated Value”), such that the aggregate Stated

Value of all Consideration Shares shall equal Twenty Million Dollars ($20,000,000). The Consideration Shares shall be convertible, in

accordance with and subject to the Certificate of Designation, into shares of Parent’s common stock, par value $0.0001 per share

(the “Common Stock”), at a fixed Conversion Price of One Dollar and Fifty Cents ($1.50) per share of Common Stock.

The Consideration Shares, once issued as set forth in Section 2.4, shall constitute the full, final and complete consideration payable

in respect of the Merger, and no additional consideration of any kind shall be payable by Parent, Merger Sub or the Surviving Corporation

to the Holders or Holdings.

Section 2.3. Nasdaq Structuring;

Conversion Gate. The Parties have structured the Merger Consideration with the intent of complying with the applicable rules of

Nasdaq, including Nasdaq Listing Rule 5635 and the interpretive guidance thereunder. The structuring approach includes, among other things:

(a) a Conversion Gate (as set forth in the Certificate of Designation) pursuant to which no share of Series B Preferred Stock shall be

convertible into Common Stock prior to receipt of the Stockholder Approval (as defined below); (b) a fixed Conversion Price of $1.50 per

share (as defined in the Certificate of Designation), which Parent hereby represents and warrants equals or exceeds the Minimum Price

of the Common Stock determined in accordance with Nasdaq Listing Rule 5635(d)(1) as of the Effective Date, as a supportive structural

element intended to foreclose any argument of a price-based discount under Rule 5635(d); and (c) the absence of any “sweetener,”

economic adjustment, penalty, increased dividend, increased conversion ratio or other consequence favorable to the holders of Series B

Preferred Stock triggered by, or contingent upon, the failure to obtain the Stockholder Approval. The Parties further acknowledge and

agree that (x) Nasdaq Listing Rule 5635(a) contains no pricing test for acquisition issuances, (y) the issuance of the Consideration Shares

at the Closing has been structured, based on Parent’s good-faith analysis and the advice of its Nasdaq counsel, with the intent

of complying with Nasdaq Listing Rule 5635 (including Rules 5635(a)(1), 5635(a)(2), 5635(b) and 5635(d)) without pre-Closing Stockholder

Approval, with the Conversion Gate in the Certificate of Designation (no conversion of Series B Preferred Stock into Common Stock prior

to receipt of Stockholder Approval) as the primary compliance architecture, and with (A) the non-voting character of the Series B Preferred

Stock (except as required by applicable law) and the absence of Board designation, consent or governance rights that would constitute

or effect a change of control of Parent within the meaning of Rule 5635(b), and (B) the Conversion Price equaling or exceeding the Minimum

Price under Rule 5635(d)(1)(A), each serving as additional backstop structural elements in the event of any contrary interpretation, and

(z) accordingly, based on the foregoing structural analysis, Stockholder Approval is not intended to be a condition to the Closing, and

any Stockholder Approval sought pursuant to Section 5.11 shall be sought only after the Closing and solely to permit conversion of the

Series B Preferred Stock into Common Stock. The Parties acknowledge that Nasdaq Listing Rule 5635 is subject to facts-and-circumstances

analysis, and nothing in this Section 2.3 shall be construed as a concession that Nasdaq could not, under such analysis, take a different

view. “Stockholder Approval” has the meaning set forth in the Certificate of Designation.

Page 4 of 26

Section 2.4. Allocation of

Merger Consideration. Subject to Article VI, the Merger Consideration shall be allocated and issued as follows: (a) five (5) Consideration

Shares (representing sixty-two and one-half percent (62.5%) of the Consideration Shares and having an aggregate Stated Value of Twelve

Million Five Hundred Thousand Dollars ($12,500,000)) to Oncotelic; and (b) three (3) Consideration Shares (representing thirty-seven and

one-half percent (37.5%) of the Consideration Shares and having an aggregate Stated Value of Seven Million Five Hundred Thousand Dollars

($7,500,000)) to Pelerin.

Section 2.5. Delivery of

Merger Consideration. The conversion of each share of Holdings Common Stock into the right to receive the Merger Consideration

shall occur automatically at the Effective Time pursuant to Section 2.1(a), without condition and without any further action required

on the part of any Holder. At the Closing, Parent shall issue the Consideration Shares in the name of each Holder in the respective amounts

set forth in Section 2.4. In connection with such issuance (which shall occur whether or not any such delivery has been made), each Holder

shall, as administrative ministerial deliveries and not as conditions to the conversion or to the issuance of the Consideration Shares,

deliver to Parent: (a) any certificates representing such Holder’s shares of Holdings Common Stock, properly endorsed for transfer,

or an affidavit of loss and indemnity in form and substance reasonably satisfactory to Parent; (b) an IRS Form W-9 (or applicable IRS

Form W-8); and (c) customary patent assignment confirmations. The failure of any Holder to make any such administrative delivery shall

not prevent, delay or otherwise impair the automatic conversion of the Holdings Common Stock at the Effective Time or the issuance of

the Consideration Shares to such Holder, but shall constitute a breach of this Agreement for which Parent shall be entitled to indemnification

in accordance with Article VI and all other remedies available at law or in equity.

Section 2.6. No Fractional

Shares. No fractional shares of Series B Preferred Stock shall be issued as initial Merger Consideration in the Merger; any fractional

share to which a Holder would otherwise be entitled in the initial issuance shall be rounded down to the nearest whole share, and no cash

or other consideration shall be paid in lieu thereof. The foregoing shall not restrict, and shall be subject to, the creation, maintenance,

debit, forfeiture, cancellation, conversion or other transaction in fractional interests in shares of Series B Preferred Stock as expressly

permitted under Article VI of this Agreement and the Certificate of Designation (including the fractional-interest mechanics set forth

in Section 2(b) of the Certificate of Designation).

Section 2.7. Withholding;

Appraisal Waiver. Parent, Merger Sub, the Surviving Corporation and any other withholding agent shall be entitled to deduct and

withhold from any amounts or consideration otherwise payable or deliverable pursuant to this Agreement such amounts as they determine

are required to be deducted or withheld under applicable tax law. Each Holder, severally and solely as to itself, hereby expressly acknowledges

and agrees, as a material inducement to Parent and Merger Sub entering into this Agreement and as bargained-for consideration for the

Merger Consideration: (a) such Holder is fully informed of the rights to seek appraisal and dissent with respect to the Merger available

under Section 262 of the DGCL, 8 Del. C. § 262, and has had the opportunity to consult with independent legal counsel regarding such

rights; (b) such Holder has received, reviewed and had the opportunity to consider all information that such Holder deems material with

respect to the Merger, the Merger Consideration and the Transactions; (c) such Holder understands that, absent the waiver set forth in

this Section 2.7, such Holder would be entitled to seek appraisal under Section 262 of the DGCL upon proper perfection thereof; (d) such

Holder knowingly, voluntarily, unequivocally and irrevocably waives, relinquishes and agrees never to assert, exercise, perfect, or seek

the benefit of any right to appraisal, dissent, fair value or any analogous remedy under Section 262 of the DGCL or any other applicable

law with respect to the Merger or the Transactions; (e) such Holder will not, and will not cause any other Person to, initiate, support,

participate in, or assist any Action seeking appraisal, dissent, fair value or any analogous remedy with respect to the Merger; and (f)

such Holder acknowledges that this contractual waiver of appraisal rights is intended to be effective and enforceable as a stockholder-level

contractual waiver under Delaware law consistent with the principles articulated in Manti Holdings, LLC v. Authentix Acquisition Co.,

261 A.3d 1199 (Del. 2021).

Page 5 of 26

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND

THE HOLDERS

Holdings and each Holder hereby represent and warrant

to Parent and Merger Sub, as of the Effective Date and as of the Closing Date (except (x) to the extent any representation or warranty

is expressly made as of a specific date, in which case as of such date, and (y) the representations and warranties of Holdings set forth

in Sections 3.3 (Capitalization), 3.4 (Ownership of Shares), 3.5 (No Other Assets; No Liabilities; No Operations), and 3.6 (IP Representations)

(and any other representation that, by its terms, depends on the contribution of the Patents to Holdings or the absence of any business,

liabilities or operations of Holdings), each of which is made solely as of immediately prior to the Effective Time and not as of the Effective

Date), as follows; it being understood and agreed that, with respect to any inaccuracy in or breach of any representation or warranty

in this Article III, each Holder shall be severally liable, and not jointly, on a pro rata basis (sixty-two and one-half percent (62.5%)

allocable to Oncotelic and thirty-seven and one-half percent (37.5%) allocable to Pelerin) in accordance with the Merger Consideration

allocations under Section 2.4, except that any representation or warranty that by its terms is made by a Holder “severally and solely

as to itself” (including the representations and warranties of such Holder set forth in Sections 3.10, 3.11, 3.11A and 3.12) shall

give rise to indemnification liability solely against the breaching Holder consistent with the final sentence of Section 6.2:

Section 3.1. Organization;

Good Standing. Holdings is a corporation duly incorporated, validly existing and in good standing under the laws of the State

of Delaware. Holdings has no subsidiaries and owns no capital stock or other equity or voting interests in any other Person. Holdings

has made available to Parent true, correct and complete copies of its certificate of incorporation and bylaws, in each case as in effect

on the Effective Date.

Section 3.2. Authority; Enforceability.

Holdings has all requisite corporate power and authority, and each Holder has full legal capacity, power and authority, to execute,

deliver and perform this Agreement and the other Transaction Documents to which it is a party and to consummate the Transactions. The

execution, delivery and performance by Holdings and the Holders of this Agreement and the other Transaction Documents, and the consummation

of the Transactions, have been duly authorized by all necessary corporate, stockholder and other action. This Agreement has been, and

each other Transaction Document when executed and delivered will be, duly executed and delivered by Holdings and each Holder, and constitutes

(or will constitute) the legal, valid and binding obligation of Holdings and each Holder, enforceable against each of them in accordance

with its terms, subject to customary bankruptcy and equity exceptions.

Section 3.3. Capitalization.

The authorized capital stock of Holdings consists solely of one thousand (1,000) shares of Holdings Common Stock, par value $0.0001

per share, of which one thousand (1,000) shares are issued and outstanding as of immediately prior to the Effective Time, all owned by

the Holders as set forth on Schedule 3.4 (with Oncotelic owning 625 shares and Pelerin owning 375 shares). All outstanding shares are

duly authorized, validly issued, fully paid and non-assessable, were not issued in violation of any preemptive or similar rights, and

were issued in compliance with all applicable securities laws. Holdings has no treasury shares. There are no (a) outstanding equity or

voting securities of Holdings other than the Holdings Common Stock held by the Holders; (b) securities convertible into or exchangeable

or exercisable for any such securities; (c) options, warrants, calls, rights, convertible securities, or commitments of any character

obligating Holdings to issue, transfer, sell, redeem or repurchase any such securities; (d) equity equivalents, stock appreciation rights,

phantom stock or similar rights; or (e) voting agreements, voting trusts, proxies, stockholder agreements or registration rights agreements

with respect thereto.

Section 3.4. Ownership of

Shares. Each Holder is the sole beneficial and record owner of the shares of Holdings Common Stock set forth opposite such Holder’s

name on Schedule 3.4, free and clear of all Liens (other than transfer restrictions under applicable securities laws). Upon the Merger,

by operation of law, the separate corporate existence of Holdings will cease, all of the issued and outstanding capital stock of Holdings

will be cancelled and extinguished in accordance with Section 2.1, and all property, rights, privileges, powers and franchises of Holdings

(including the Patents) will vest in the Surviving Corporation, in each case free and clear of all Liens (other than Liens created by

Parent or Merger Sub).

Page 6 of 26

Section 3.5. No Other Assets;

No Liabilities; No Operations. The only assets owned by Holdings are the Patents. Holdings has no Liabilities of any nature whatsoever.

Holdings is not a party to, or bound by, any contract other than (a) the assignment documents pursuant to which the Patents were contributed

to Holdings and (b) routine corporate-maintenance instruments customary for a Delaware shell entity. Holdings has never conducted any

business or operations, has no employees, has never owned or leased any real property, and has never maintained any bank or securities

account other than as required to pay Delaware franchise taxes and registered-agent fees.

Section 3.6. Patents; Intellectual

Property. Schedule 3.6 sets forth the patents and patent applications owned by Holdings (collectively, the “Patents”),

(i) the patent or application number, (ii) the filing date, (iii) the jurisdiction of registration or filing, ( and (iv) the status of

the Patents. Without limiting the generality of the foregoing:

(a) Ownership; Chain

of Title. Holdings is the sole, exclusive and unconditional owner of all right, title and interest in and to the Patents, free and

clear of all Liens. All inventors named on the Patents, and all employees, contractors and consultants of Holdings (or of any Holder)

who contributed to the inventions claimed therein, have executed valid, enforceable written assignments conveying to Holdings all right,

title and interest in the Patents and the inventions claimed therein. All Patent assignments have been duly recorded with the U.S. Patent

and Trademark Office (the “USPTO”), or (in the case of the provisional application) are in recordable form and will

be recorded promptly following the Closing.

(b) No Licenses or

Encumbrances. Holdings has not granted any license, sublicense, covenant not to sue, release, settlement, immunity, option, right

of first negotiation or refusal, or other right or interest in, to or under any of the Patents to any Person. No Patent is subject to

any Lien.

Abandonment. All maintenance fees, annuities, office action responses and other filings and payments due and payable with respect

to each Patent as of the Closing Date have been timely made and paid. Neither Holdings nor any Holder has taken, or failed to take, any

action that has resulted in the waiver, abandonment, forfeiture or dedication to the public of any Patent.

(d) No Pending Claims

Received. Neither Holdings nor any Holder has received any written notice, charge, complaint, claim, demand or other assertion alleging

that the Patents, or the practice of the inventions claimed therein, infringe, misappropriate, dilute or otherwise violate the intellectual

property rights of any Person, or challenging the ownership, validity, scope, registrability or enforceability of any Patent. No Patent

is currently the subject of any pending interference, opposition, reissue, reexamination, inter partes review, post-grant review, cancellation,

nullity, invalidity or other similar proceeding.

(e) Government Rights;

Funding. No Patent has been developed with funding, facilities, personnel or resources of any Governmental Authority, university,

college, research center or similar organization, and no such Person has any march-in, license, royalty, consent or reservation rights

under the Bayh-Dole Act (35 U.S.C. §§ 200-212) or otherwise.

(f) Validity and Enforceability.

To the Knowledge of Holdings and each Holder, each of the issued Patents is valid, subsisting and enforceable, and no proceeding described

in Section 3.6(d) is threatened. To the Knowledge of Holdings and each Holder, no Person is infringing, misappropriating, diluting or

otherwise violating any of the Patents.

(g) Prior Art; Inventorship.

To the Knowledge of Holdings and each Holder, (i) there is no prior art or other matter that would render any claim of the Patents

invalid or unenforceable, (ii) the named inventors on each Patent are all, and the only, Persons properly entitled to be named as inventors

thereon under applicable law, and (iii) Holdings and each Holder has complied with the duty of candor and good faith owed to the USPTO

in connection with the prosecution of the Patents.

Page 7 of 26

(h) Confidentiality.

The Holders and Holdings have used reasonable measures to maintain the confidentiality of trade secrets and confidential information

related to the Patents and the inventions claimed therein.

Section 3.7. Compliance with

Laws. Holdings is, and has been, in compliance in all material respects with all laws applicable to Holdings or the Patents. Neither

Holdings nor any Holder has received any written notice alleging any failure to comply.

Section 3.8. Litigation.

There is no Action pending or, to the Knowledge of Holdings or any Holder, threatened by or against Holdings, any Holder (in its

capacity as such) or any of the Patents. There is no judgment, order, injunction, decree, stipulation or writ outstanding against Holdings,

any Holder (in its capacity as such) or any of the Patents.

Section 3.9. Taxes. Holdings

has timely filed all required tax returns (all of which are true, correct and complete in all material respects) and timely paid all taxes

owed by it. No deficiencies have been asserted, proposed or assessed, and no tax audits or examinations are pending or threatened. Holdings

has no liability for the taxes of any other Person as transferee, successor, by contract, under Treasury Regulations Section 1.1502-6

(or any analogous state, local or foreign provision), or otherwise. All taxes required to be withheld or collected have been duly withheld

or collected and timely paid over.

Section 3.10. No Interest

in Parent; Nasdaq Rule 5635(a)(2). Each Holder, severally and solely as to itself, represents and warrants to Parent and Merger

Sub that, as of the Effective Date and as of the Closing Date: (a) such Holder is not, and has not at any time during the twenty-four

(24) months preceding the Effective Date been, (i) a director, executive officer or employee of Parent or any of its affiliates, (ii)

a beneficial owner of five percent (5%) or more of any class of outstanding equity securities of Parent (as determined under Rule 13d-3

under the Exchange Act, 17 C.F.R. § 240.13d-3), or (iii) an immediate family member of any Person described in clause (i) or (ii);

(b) such Holder is not an “affiliate” (as defined in Rule 405 under the Securities Act, 17 C.F.R. § 230.405) of any Person

described in clause (a); (c) to such Holder’s Knowledge, no director, executive officer, or beneficial owner of five percent (5%)

or more of any class of outstanding equity securities of Parent (or any affiliate or immediate family member of any of the foregoing)

has any direct or indirect interest in Holdings, in such Holder, in the Patents, or in the Merger Consideration (whether by ownership,

contract, option, right, consulting arrangement, family relationship or otherwise); and (d) there is no arrangement, understanding or

agreement, whether written or oral, pursuant to which such Holder will, directly or indirectly, transfer, assign, share or otherwise convey

any portion of the Merger Consideration to, or hold any portion thereof for the benefit of, any Person described in clauses (a), (b) or

Section 3.11. Accredited

Investor; Investment Representations. Each Holder, severally and only as to itself, represents and warrants that: (a) such Holder

is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, 17 C.F.R. § 230.501(a);

(b) such Holder is acquiring the Consideration Shares for its own account, for investment purposes only and not with a view to, or for

sale in connection with, any distribution in violation of the Securities Act or applicable state securities laws; (c) such Holder has

such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in

the Consideration Shares and is able to bear the economic risk of such investment (including a complete loss thereof); and (d) such Holder

understands that (i) the Consideration Shares have not been registered under the Securities Act or any state securities laws and are being

issued in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d(a)(2)) and/or Rule 506 of

Regulation D (17 C.F.R. § 230.506), (ii) the Consideration Shares will constitute “restricted securities” as defined

in Rule 144 under the Securities Act (17 C.F.R. § 230.144) and must be held indefinitely unless subsequently registered or an exemption

from such registration is available, and (iii) each certificate or book-entry statement representing the Consideration Shares (and any

Common Stock issued upon conversion thereof) will bear customary restrictive legends.

Page 8 of 26

Section 3.11A. Pelerin Cross-Border

Representations. Pelerin, severally and only as to itself, further represents, warrants, acknowledges and agrees that: (a) Pelerin

is an “accredited investor” within the meaning of National Instrument 45-106 — Prospectus Exemptions of the Canadian

Securities Administrators, and the Consideration Shares are being issued to Pelerin in reliance upon the “accredited investor”

prospectus exemption under Section 2.3 of NI 45-106; (b) Pelerin understands that the Consideration Shares (and any Common Stock issued

upon conversion thereof) will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and

will also be subject to a statutory hold period under Canadian securities laws (including National Instrument 45-102 — Resale of

Securities) expiring four (4) months and one (1) day after the later of (i) the original issue date of such Series B Preferred Stock and

(ii) the date the issuer became a reporting issuer in any province or territory of Canada (the “Canadian Hold Period”),

and that each certificate or book-entry statement representing the Consideration Shares shall bear the restrictive legend required by

Section 2.5 of NI 45-102 in addition to the U.S. restrictive legends; (c) Pelerin is not a “U.S. Person” within the meaning

of Rule 902(k) of Regulation S under the U.S. Securities Act, or, to the extent Pelerin is or may be deemed a U.S. Person, the Consideration

Shares are being acquired by Pelerin on the basis of its status as an “accredited investor”; (d) Pelerin has delivered to

Parent a duly executed IRS Form W-8BEN-E (or such other applicable Form W-8) and has otherwise provided Parent with all certifications,

documentation and information reasonably required to establish Pelerin’s entitlement to treaty benefits, if any, under the Convention

between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended

(the “Canada-U.S. Tax Treaty”); and (e) Pelerin has consulted with its own Canadian and U.S. tax, securities and other

advisors regarding the Transactions and the tax, securities, regulatory and other consequences to Pelerin, and is not relying on Parent

or Merger Sub for any such advice.

Section 3.12. Independent

Investigation; No Reliance. Each Holder, severally and only as to itself, acknowledges and agrees that: (a) it has had the opportunity

to conduct, and has conducted, its own independent investigation, review and analysis of Parent, Merger Sub, their respective businesses,

assets, liabilities, financial condition, results of operations, prospects and the terms and conditions of the Series B Preferred Stock

and the Transactions; (b) it has had access to, and has reviewed, Parent’s filings with the SEC available on EDGAR; (c) it has had

the opportunity to ask questions of, and receive answers from, Parent, Merger Sub and their respective officers, directors and representatives;

(d) it has had the opportunity to consult with its own legal, tax, financial, accounting and other advisors and is not relying on Parent,

Merger Sub or any of their respective affiliates or representatives for any such advice; (e) it has not relied on, and expressly disclaims

any reliance on, any statement, representation, warranty, projection, forecast, estimate, opinion or other information (whether oral or

written) made or furnished by or on behalf of Parent, Merger Sub or any of their respective affiliates or representatives, other than

the express representations and warranties set forth in Article IV; and (f) it understands that an investment in the Consideration Shares

and the underlying Common Stock involves a high degree of risk, including the risks described in Parent’s SEC filings. Notwithstanding

the foregoing, nothing in this Section 3.12 or in any other provision of this Agreement shall be construed to waive, limit or otherwise

affect any claim, remedy or right arising out of or relating to actual fraud or intentional misrepresentation; the Parties intend that

this Section 3.12 be construed and enforced consistently with the principles articulated in ABRY Partners V, L.P. v. F&W Acquisition

LLC, 891 A.2d 1032 (Del. Ch. 2006), and its progeny.

Section 3.13. Series B Preferred

Stock Terms; Nasdaq Matters. Each Holder acknowledges, understands and agrees that: (a) the Consideration Shares, when issued,

shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth in the Certificate of Designation of

Series B Preferred Stock in the form attached hereto as Exhibit B (the “Certificate of Designation”), to be filed by

Parent with the Secretary of State of the State of Delaware prior to or contemporaneously with the Closing pursuant to 8 Del. C. §

151(g); (b) the Series B Preferred Stock shall be convertible into Common Stock only upon and after receipt of the Stockholder Approval

in accordance with Nasdaq Listing Rule 5635; (c) the Series B Preferred Stock shall have no voting rights (except as required by the DGCL),

no redemption rights, no sinking fund, no mandatory conversion rights, and no price-based anti-dilution protection, and shall be subject

to a 4.99% beneficial ownership limitation pursuant to which no share of Series B Preferred Stock shall be convertible into Common Stock

if, after giving effect to such conversion, the holder thereof, together with such holder’s Affiliates and any group (within the

meaning of Section 13(d)(3) of the Exchange Act) including such holder,

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would beneficially own (within the meaning of Rule 13d-3 under

the Exchange Act) more than 4.99% of the then-outstanding Common Stock (the “Beneficial Ownership Limitation”), subject to

(1) a holder’s right to elect to increase the Beneficial Ownership Limitation applicable to it to 9.99% upon sixty-one (61) days’

prior written notice to Parent and (2) such further increases as may be permitted by the Certificate of Designation (which shall require

Parent’s prior written consent and may be conditioned on Nasdaq Listing Rule 5635 compliance and any separately required stockholder

approval); (d) no shares of Common Stock issued or deemed issued or issuable upon conversion of the Series B Preferred Stock shall be

voted on the Stockholder Approval Proposal, consistent with Nasdaq Listing Rule IM-5635-2; (e) except for Parent’s limited process

covenant set forth in Section 5.11, Parent makes no representation, warranty, commitment or covenant that the Stockholder Approval will

be obtained, or that it will be obtained by any particular date or on any particular terms; (f) the timing and manner of seeking the Stockholder

Approval shall be determined by Parent in accordance with Section 5.11, subject to applicable law and the fiduciary duties of the Board

of Directors of Parent; (g) no term of the Series B Preferred Stock, this Agreement or any other Transaction Document provides for any

increase in the Conversion Ratio, increase in the Stated Value, decrease in the Conversion Price, accrual of dividends or interest, accrual

of a redemption right, payment of a penalty or fee, or any other consequence favorable to the Holders triggered by, or contingent upon,

the failure to obtain the Stockholder Approval by any particular date or at all; and (h) the Series B Preferred Stock is not a “Future

Priced Security” within the meaning of Nasdaq Listing Rule IM-5635-4, and no term of the Series B Preferred Stock operates as

a variable-conversion or reset-conversion mechanism.

Section 3.14. Brokers and

Finders. Neither Holdings nor any Holder has engaged any broker, finder, investment banker or other intermediary, and no Person

is entitled to any brokerage, finder’s or similar fee or commission, in connection with the Transactions based upon arrangements

made by or on behalf of Holdings or any Holder.

Section 3.15. Solvency; No

Fraudulent Transfer. Holdings is, and immediately after the Transactions the Holders will be, solvent. The Transactions are not

being entered into with the intent to hinder, delay or defraud any present or future creditor of Holdings or any Holder.

Section 3.16. No Other Representations

by Parent or Merger Sub. Each Holder acknowledges and agrees that, except for the representations and warranties expressly set

forth in Article IV (as qualified by any disclosure schedules delivered in connection herewith), neither Parent nor Merger Sub nor any

of their respective affiliates or representatives makes or has made, or shall be deemed to have made, any representation or warranty,

express or implied, and each Holder expressly disclaims any reliance on any such other representation, warranty, information or statement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER

SUB

Parent and Merger Sub hereby represent and warrant

to Holdings and the Holders, as of the Effective Date and as of the Closing Date, solely as follows:

Section 4.1. Organization.

Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the

State of Delaware.

Section 4.2. Authority; Enforceability.

Each of Parent and Merger Sub has all requisite corporate power and authority to execute, deliver and perform this Agreement and

to consummate the Transactions. The execution, delivery and performance have been duly authorized by all necessary corporate action. This

Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each in accordance with its

terms, subject to customary bankruptcy and equity exceptions.

Section 4.3. Valid Issuance

of Consideration Shares. The Consideration Shares, when issued and delivered in accordance with this Agreement and the Certificate

of Designation, will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens (other than restrictions

under applicable securities laws, the Certificate of Designation and this Agreement).

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Section 4.4. No Change of

Control (Nasdaq Rule 5635(b)). As of the Effective Date and as of the Closing Date, (a) the issuance of the Consideration Shares

at the Closing does not, and will not upon such issuance, by voting power, board rights, consent rights, or any other governance incident,

constitute or effect a change of control of Parent within the meaning of Nasdaq Listing Rule 5635(b); (b) no Holder, nor any Affiliate

or group (within the meaning of Section 13(d)(3) of the Exchange Act) including any Holder, will, as a direct result of the issuance of

the Consideration Shares at the Closing, hold voting power of Parent equal to or greater than twenty percent (20%) of Parent’s total

voting power immediately prior to such issuance (calculated taking into account the Conversion Gate and the absence of any present voting

rights of the Series B Preferred Stock); (c) the Series B Preferred Stock does not carry, and the holders thereof shall not have, any

right to elect or designate members of the Board of Directors of Parent, any consent right over ordinary-course corporate actions by Parent,

or any other governance right that would give such holders effective control over the management or policies of Parent; and (d) Parent

is not a party to any agreement, arrangement or understanding pursuant to which, upon issuance of the Consideration Shares, any Person,

Holder or group thereof would acquire control of Parent within the meaning of Nasdaq Listing Rule 5635(b).

Section 4.5. No Other Representations.

Except for the representations and warranties expressly set forth in this Article IV, none of Parent, Merger Sub or any of their

respective affiliates or representatives makes or has made any representation or warranty, express or implied, at law or in equity, with

respect to Parent, Merger Sub, the Surviving Corporation, the Series B Preferred Stock, the Consideration Shares, the Transactions or

any other matter, and all other representations and warranties are hereby expressly disclaimed. Without limiting the foregoing, neither

Parent nor Merger Sub makes any representation or warranty with respect to (i) any projections or forward-looking statements, (ii) the

future performance of the Series B Preferred Stock or the Common Stock, (iii) the likelihood of receiving the Stockholder Approval, or

(iv) the continued listing of the Common Stock on Nasdaq.

ARTICLE V

COVENANTS OF THE HOLDERS; CERTAIN OTHER COVENANTS

Section 5.1. Protection of

Patents and Business Interests. In lieu of any general non-competition covenant (which the Parties have determined not to include

in light of applicable law, including Cal. Bus. & Prof. Code § 16600), each Holder covenants and agrees as follows:

(a) Non-Challenge.

No Holder shall, directly or indirectly, (i) challenge, contest or dispute, or assist any Person in challenging, contesting or disputing,

the validity, enforceability, ownership, priority or inventorship of any Patent; or (ii) aid or encourage any Person to file or prosecute

any interference, opposition, reexamination, reissue, inter partes review, post-grant review, nullity, invalidity or similar proceeding

against any Patent. Notwithstanding the foregoing, nothing in this Section 5.1(a) shall prohibit any Holder from (A) providing truthful

testimony or responding to a subpoena, court order or other valid legal process; (B) complying with any duty owed to the USPTO or any

other Governmental Authority, including the duty of candor and good faith in dealing with the USPTO under 37 C.F.R. § 1.56; (C) making

any disclosure required by applicable law, rule, regulation or order of any Governmental Authority; or (D) making any statement or disclosure

reasonably necessary in connection with the enforcement by such Holder of its rights under this Agreement or any other Transaction Document.

(b) Non-Use of IP.

No Holder shall, directly or indirectly, use, practice, license, commercialize, exploit, assign, transfer or disclose for its own

benefit or for the benefit of any Person (other than Parent, the Surviving Corporation or their respective affiliates) any intellectual

property, invention, improvement, derivative, modification or confidential information related to the subject matter of the Patents or

the inventions claimed therein, in each case except as expressly authorized in writing by Parent. Notwithstanding the foregoing, this

Section 5.1(b) shall not restrict any Holder from (A) using any information that is or becomes generally available to the public other

than as a result of a breach of this Agreement by such Holder; (B) using or developing any intellectual property, invention or improvement

that such Holder independently develops without reference to or use of any confidential information of Parent, the Surviving Corporation

or Holdings; (C) providing truthful testimony or responding to a subpoena,

Page 11 of 26

court order or other valid legal process; (D) complying with

any duty owed to the USPTO or any other Governmental Authority, including the duty of candor and good faith in dealing with the USPTO

under 37 C.F.R. § 1.56; (E) making any disclosure required by applicable law, rule, regulation or order of any Governmental Authority;

(F) making any disclosure to a self-regulatory organization, regulatory authority or law enforcement agency in connection with any whistleblower

or comparable protected activity; or (G) making any statement or disclosure reasonably necessary in connection with the enforcement by

such Holder of its rights under this Agreement or any other Transaction Document. For the avoidance of doubt and consistent with applicable

law (including California Business and Professions Code § 16600), nothing in this Section 5.1(b) shall be construed to restrict any

Holder from (1) engaging in lawful competition (including the practice of any lawful profession, trade or business) using its general

knowledge, skill and experience, (2) using or developing any technology, intellectual property or know-how that is independently developed

by such Holder without reference to or use of any confidential information of Parent, the Surviving Corporation or Holdings or any inventions

claimed by or necessarily disclosed in the Patents, or (3) engaging in any activity that does not involve the assigned IP, the inventions

claimed in the Patents or the confidential information transferred to Parent in connection with the Merger.

No Holder shall, directly or indirectly, make any statement (public or private) that disparages Parent, the Surviving Corporation

or any of their respective affiliates, officers, directors, products or services, except in each case (i) truthful statements made under

oath in response to valid legal process or (ii) truthful statements made in connection with enforcing such Holder’s rights under

this Agreement.

(d) Reformation. If

any court of competent jurisdiction finds any restriction set forth in this Section 5.1 to be unenforceable, such restriction shall be

reformed to the minimum extent necessary to render it enforceable and otherwise enforced to the maximum extent permitted by applicable

law.

Section 5.2. Patent Prosecution,

Maintenance and Enforcement Cooperation. From and after the Closing, each Holder shall, at Parent’s reasonable request and

at Parent’s expense: (a) cooperate fully with Parent, the Surviving Corporation and their counsel in connection with the prosecution,

maintenance, defense and enforcement of the Patents (including the filing of the provisional patent application’s non-provisional

successor and any continuation, continuation-in-part, divisional, reissue, reexamination, inter partes review, post-grant review or foreign

counterpart applications); (b) promptly execute and deliver all assignments, declarations, oaths, powers of attorney, recordation documents,

confirmatory assignments and other documents reasonably requested by Parent; and (c) testify truthfully in any Action relating to the

Patents and provide such information and assistance as Parent may reasonably request. Each Holder irrevocably appoints Parent and its

duly authorized officers and agents as such Holder’s attorney-in-fact, coupled with an interest, to execute and deliver, in such

Holder’s name and on such Holder’s behalf, any document that such Holder fails to timely execute as required by this Section

5.2.

Section 5.3. Confidentiality.

From and after the Closing, each Holder shall hold in strict confidence, and not use or disclose, any information concerning Holdings,

the Patents, Parent, Merger Sub, the Surviving Corporation or the Transactions, except (a) as required by applicable law (with prompt

prior notice to Parent to the extent legally permissible), (b) to such Holder’s legal, tax and financial advisors subject to equivalent

confidentiality obligations, (c) for any information that is or becomes generally available to the public other than as a result of a

breach of this Agreement by such Holder, (d) for any information that such Holder independently develops without reference to or use of

any confidential information of Parent, the Surviving Corporation or Holdings, (e) in connection with the provision of truthful testimony

or response to a subpoena, court order or other valid legal process (with prompt prior notice to Parent to the extent legally permissible),

(f) in connection with compliance with any duty owed to the USPTO or any other Governmental Authority (including the duty of candor and

good faith in dealing with the USPTO under 37 C.F.R. § 1.56), (g) in connection with any disclosure to a self-regulatory organization,

regulatory authority or law enforcement agency in connection with any whistleblower or comparable protected activity, or (h) in connection

with the enforcement by such Holder of its rights under this Agreement or any other Transaction Document. This Section 5.3 shall survive

indefinitely.

Page 12 of 26

Section 5.4. Public Announcements.

No Holder shall issue any press release or make any public statement or announcement concerning this Agreement, the Transactions,

Parent or any of its affiliates, without Parent’s prior written consent. Parent may make such public announcements and disclosures

as it determines are required or advisable under applicable law or the rules of Nasdaq, or as it otherwise deems appropriate. Notwithstanding

the foregoing, nothing in this Section 5.4 (or in Section 5.1(c) (Non-Disparagement) or any other provision of this Agreement) shall (i)

restrict, prevent or impede any Holder from making any truthful communication or disclosure to the U.S. Securities and Exchange Commission,

The Nasdaq Stock Market LLC, the Financial Industry Regulatory Authority, the U.S. Department of Justice, any court, any other regulator,

any law enforcement agency, or any other self-regulatory organization or governmental authority (each, a “Regulatory Authority”),

or to a representative of any Regulatory Authority, in each case in connection with any actual or potential violation of law, fraud, securities-law

violation, whistleblower complaint or other protected activity, (ii) require any Holder to provide notice to, obtain consent from, or

seek pre-clearance by Parent in connection with any such communication or disclosure to a Regulatory Authority, or (iii) be construed

to impede or limit the rights of any Holder under Rule 21F-17 under the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall

Street Reform and Consumer Protection Act, or any analogous federal, state, provincial or foreign whistleblower or anti-retaliation law,

rule or regulation.

Section 5.5. Further Assurances.

From and after the Closing, each Holder shall execute and deliver such additional documents and instruments, and take such further

actions, as Parent may reasonably request to effectuate the Transactions and to vest in Parent, the Surviving Corporation or their designees

all right, title and interest in and to the Patents and the other assets of Holdings.

Section 5.6. Tax Matters.

The Parties acknowledge and agree that each Party is relying solely on its own tax advisors with respect to the tax treatment

of the Merger and the Transactions (including whether the Merger qualifies as a reorganization within the meaning of Section 368(a) of

the Code or is taxable to any Holder). None of the Parties makes any representation, warranty or covenant to any other Party as to the

tax characterization or tax consequences of the Merger or the Transactions, except as expressly set forth in Section 3.9 (Taxes). Notwithstanding

the foregoing, each Holder shall, severally and not jointly, on a pro rata basis (sixty-two and one-half percent (62.5%) allocable to

Oncotelic and thirty-seven and one-half percent (37.5%) allocable to Pelerin) in accordance with the Merger Consideration allocations

under Section 2.4, indemnify the Parent Indemnified Parties for any pre-Closing taxes of Holdings in accordance with Article VI; provided,

that the Holder-specific liability allocations and several-only carveouts set forth in Sections 6.2 and 6.4 (including with respect to

representations made “severally and solely as to itself”) shall apply mutatis mutandis to any tax indemnification obligation

under this Section.

Section 5.7. Information

and Cooperation; Nasdaq and SEC Matters. From and after the Effective Date, each Holder shall, at Parent’s expense: (a)

promptly, and in any event within two (2) Business Days of any written request from Parent, provide all information regarding such Holder,

its affiliates, Holdings and the Patents reasonably requested by Parent for inclusion in (i) any Form 8-K filed by Parent in respect of

the Transactions (including Items 1.01, 2.01, 3.02, 3.03, 5.03 and 9.01 thereof, as applicable); (ii) any Schedule 14A or Schedule 14C

filed by Parent in connection with the Stockholder Approval; (iii) any registration statement filed by Parent covering the Common Stock

issuable upon conversion of the Series B Preferred Stock; (iv) any risk-factor disclosure required to be included in Parent’s periodic

or current reports under the Exchange Act; (v) Parent’s beneficial-ownership analysis under Sections 13(d) and 16 of the Exchange

Act, 15 U.S.C. §§ 78m(d), 78p, including any Schedule 13D or 13G and any Form 3, 4 or 5 required to be filed by such Holder;

and (vi) any other filing, disclosure, notice or submission required to be made by Parent to Nasdaq, the SEC or any other Governmental

Authority in connection with the Transactions or the Series B Preferred Stock; (b) promptly respond to any inquiry or comment from the

staff of the SEC or Nasdaq related to any such filing or to the Transactions; (c) promptly notify Parent in writing of any change in the

information previously provided; and (d) cooperate with Parent in taking such further actions as Parent may reasonably request to satisfy

Parent’s obligations under the Nasdaq Listing Rules, the Securities Act, the Exchange Act and the rules and regulations of Nasdaq

and the SEC. Each Holder consents to the disclosure of such information in any such filing or in response to any such inquiry, to the

extent reasonably required.

Page 13 of 26

Section 5.8. No Integration.

From the Effective Date until the six-month anniversary of the Closing Date, no Holder shall, and each Holder shall cause its

affiliates not to, enter into, or facilitate, any transaction involving the securities of Parent that, either alone or in combination

with any other transaction, would, or would reasonably be expected to, result in the integration of the offer and sale of the Consideration

Shares with any other offer or sale of securities by Parent for purposes of Rule 152 under the Securities Act (17 C.F.R. § 230.152)

or otherwise jeopardize the availability of the exemption from registration under Section 4(a)(2) of the Securities Act (15 U.S.C. §

77d(a)(2)) and/or Rule 506 of Regulation D (17 C.F.R. § 230.506) relied upon by Parent in connection with the issuance of the Consideration

Shares.

Section 5.9. Parent SEC Disclosures.

The Parties acknowledge that Parent is a reporting company under the Securities Exchange Act of 1934, as amended. Accordingly,

(a) Parent shall, in its sole discretion and consistent with its obligations under the Exchange Act and the rules and regulations of the

SEC and Nasdaq, determine the form, timing and content of all disclosures relating to this Agreement, the Transactions, and the Transaction

Documents, including, without limitation, (i) any Current Report on Form 8-K required to be filed upon execution of this Agreement (whether

under Item 1.01 (entry into a material definitive agreement), Item 1.02 (termination of a material definitive agreement), Item 3.02 (unregistered

sales of equity securities), Item 5.03 (amendments to articles of incorporation or bylaws), or any other applicable item), (ii) any definitive

additional soliciting material filed under Rule 14a-6(b) under the Exchange Act in connection with Parent’s special meeting of stockholders

scheduled for May 8, 2026 (rescheduled from May 4, 2026) or any adjournment or postponement thereof (if Parent or its counsel determines

such filing to be required or advisable), and (iii) any amendment, supplement or revision to any proxy statement, registration statement,

or other SEC filing; (b) each Holder shall (i) promptly, and in any event within two (2) Business Days of any written request from Parent,

provide Parent with all information regarding such Holder, its affiliates, Holdings and the Patents as Parent reasonably determines to

be required or advisable for inclusion in any such filing, (ii) cooperate with Parent in reviewing and, if and to the extent reasonably

requested, in providing written consent to the inclusion of such Holder’s name and information in any such filing, and (iii) not,

without Parent’s prior written consent, make any public statement or communication to any third party concerning this Agreement,

the Transactions or the Transaction Documents, other than (A) disclosures required by applicable law, (B) disclosures to such Holder’s

direct and indirect equityholders, directors, officers, employees, attorneys, accountants, financial advisors and other professional advisors

on a confidential and need-to-know basis, and (C) disclosures consistent with any prior public disclosure by Parent; and (c) Parent makes

no representation, warranty, commitment or covenant as to whether Parent’s existing definitive proxy statement dated April 13, 2026

for the May 8, 2026 (rescheduled from May 4, 2026) special meeting of stockholders is sufficient to encompass the Transactions or any

material effect thereof on the Reverse Split Proposal or any other matter to be voted upon at such meeting, and Parent’s determinations

under this Section 5.9 shall be made by Parent and its outside SEC counsel in their professional judgment.

Section 5.10. Restrictive

Legends. Each certificate or book-entry statement representing the Consideration Shares (and any Common Stock issued upon conversion

thereof) shall bear the following restrictive legends, in addition to any other legends required by Parent’s organizational documents

or applicable law: (a) U.S. Securities Act legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,

HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE

WITH ANY APPLICABLE STATE SECURITIES LAWS.”; (b) Transfer restriction legend: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT

TO TRANSFER, FORFEITURE AND CANCELLATION RESTRICTIONS SET FORTH IN AN AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 27, 2026, A COPY

OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST.”; and (c) For Consideration Shares issued to Pelerin only, the Canadian restrictive

legend required by Section 2.5 of National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators: “UNLESS

PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS

AND ONE (1) DAY AFTER THE LATER OF (i) THE ORIGINAL ISSUE DATE OF THIS SECURITY (AS DEFINED IN THE CERTIFICATE OF DESIGNATION OF SERIES

B CONVERTIBLE PREFERRED STOCK OF PARENT), AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.”;

Page 14 of 26

and (d) Article VI cancellation and forfeiture legend: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO FORFEITURE, CANCELLATION

AND SET-OFF RIGHTS OF THE ISSUER IN SATISFACTION OF INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI OF AN AGREEMENT AND PLAN OF MERGER DATED

AS OF APRIL 27, 2026, A COPY OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST. ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH

FORFEITURE, CANCELLATION AND SET-OFF RIGHTS.” Parent may, at any time upon receipt of evidence reasonably satisfactory to Parent

(including a customary legal opinion of counsel reasonably acceptable to Parent) that the restrictions imposed by applicable law or contract

are no longer required, remove or cause the removal of any such legend. The legends set forth in this Section 5.10 are in addition to,

and not in limitation of, the legends and notices required by the Certificate of Designation. In the event of any inconsistency between

any legend or notice required by this Section 5.10 and any legend or notice required by the Certificate of Designation, the more restrictive

legend or notice shall apply.

Section 5.11. Stockholder

Approval Solicitation. Subject to applicable law and the fiduciary duties of the Board of Directors of Parent, Parent shall use

commercially reasonable efforts to submit to its stockholders, after the Closing, a proposal to approve the issuance of Common Stock upon

conversion of the Series B Preferred Stock for purposes of Nasdaq Listing Rule 5635 (the “Stockholder Approval Proposal”)

as soon as reasonably practicable after the Closing, and in any event to commence such process within one hundred eighty (180) days after

the Closing. Notwithstanding the foregoing, (i) Stockholder Approval shall not be a condition to the Closing, (ii) no share of Series

B Preferred Stock shall be convertible into Common Stock unless and until the Stockholder Approval has been obtained, (iii) failure to

seek or obtain the Stockholder Approval by any date or at all shall not result in any increase in the Stated Value, the Conversion Ratio

or any dividend, any decrease in the Conversion Price, any redemption right, rescission right, penalty, fee, liquidated damages or other

monetary or economic consequence favorable to any Holder, and (iv) no shares of Common Stock issued or issuable upon conversion of the

Series B Preferred Stock shall be voted on the Stockholder Approval Proposal to the extent prohibited by Nasdaq Listing Rule IM-5635-2.

Section 5.12. Parent Officer’s

Certificate. At the Closing, Parent shall deliver to the Holders a single officer’s certificate executed by Parent’s

Chief Financial Officer (the “Parent Officer’s Certificate”), dated the Closing Date and certifying as to: (i)

the Nasdaq Official Closing Price and five-trading-day average Nasdaq Official Closing Price for the Common Stock as reported by Nasdaq

immediately preceding the Effective Date, and confirming that the $1.50 Conversion Price equals or exceeds the Minimum Price determined

in accordance with Nasdaq Listing Rule 5635(d)(1)(A) (supporting Section 2.3(c)); (ii) the exact number of shares of Common Stock issued

and outstanding immediately prior to the issuance of the Consideration Shares at the Closing; (iii) the maximum number of shares of Common

Stock issuable upon full conversion of all Consideration Shares following receipt of the Stockholder Approval (which, for the avoidance

of doubt, is Thirteen Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (13,333,333) shares, subject to adjustment

under the Certificate of Designation); and (iv) that, based on the good-faith analysis of Parent and its Nasdaq counsel, the issuance

of the Consideration Shares at the Closing does not, and will not upon such issuance, by voting power, board rights, consent rights, or

any other governance incident, constitute or effect a change of control of Parent within the meaning of Nasdaq Listing Rule 5635(b). The

Parent Officer’s Certificate shall be a Transaction Document for all purposes of this Agreement.

ARTICLE VI

SURVIVAL; INDEMNIFICATION

Section 6.1. Survival. The

representations and warranties shall survive the Closing as follows: (a) Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.10 (No Interest in Parent),

3.14 (Brokers), 4.1, 4.2, 4.3 and 4.4 (collectively, the “Fundamental Representations”), until ninety (90) days after

the expiration of the applicable statute of limitations; (b) Section 3.6 (IP Representations) and Section 3.9 (Taxes), for seven (7) years;

(c) all other representations and warranties, for twenty-four (24) months; and (d) claims based on Fraud or intentional misrepresentation,

indefinitely. Covenants shall survive in accordance with their respective terms, or if no term is specified, indefinitely.

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Section 6.2. Indemnification

by Holdings and the Holders. Holdings shall be liable, prior to the Effective Time, for any inaccuracy in or breach of any representation,

warranty, covenant or other obligation of Holdings under this Agreement (with such liability vesting in the Surviving Corporation by operation

of the Merger). From and after the Closing, each Holder shall, severally and not jointly, on a pro rata basis (sixty-two and one-half

percent (62.5%) allocable to Oncotelic and thirty-seven and one-half percent (37.5%) allocable to Pelerin, in each case based on the Merger

Consideration allocations under Section 2.4), indemnify, defend and hold harmless Parent, Merger Sub, the Surviving Corporation and their

respective affiliates, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Parent

Indemnified Parties”) from and against any and all losses, liabilities, damages, deficiencies, judgments, settlements, fines,

penalties, costs and expenses (including reasonable attorneys’, accountants’ and experts’ fees and costs of investigation,

enforcement and collection) (collectively, “Losses”) incurred or suffered by any Parent Indemnified Party arising out

of, resulting from or relating to: (a) any inaccuracy in or breach of any representation or warranty made by Holdings or any Holder in

this Agreement or any other Transaction Document; (b) any breach or non-performance of any covenant or agreement of Holdings or any Holder

in this Agreement or any other Transaction Document; (c) any pre-Closing taxes of Holdings; (d) any Liability of Holdings in existence

as of, or arising out of events occurring at or prior to, the Closing; (e) any claim by any Person asserting any right, title or interest

in or to Holdings, any Holdings Common Stock or any Patent; (f) any infringement, misappropriation or other violation by Holdings or the

Patents of any intellectual property right of any Person existing as of, or arising out of events occurring at or prior to, the Closing;

(g) any Fraud or intentional misrepresentation by Holdings or any Holder; (h) any inaccuracy in or breach of the representation and warranty

set forth in Section 3.10 (No Interest in Parent); or (i) any Loss arising out of any delisting, suspension, trading halt, fine, penalty,

sanction or other action taken by Nasdaq or the SEC against Parent or any of its affiliates, in any such case to the extent caused by,

or resulting from, any breach of any representation, warranty, covenant or agreement of Holdings or any Holder set forth in this Agreement

(including Sections 2.3, 3.10, 3.13 and 5.8). For the avoidance of doubt and as set forth in the lead-in to Article III and Section 6.4,

the indemnification obligations of the Holders under this Section 6.2 are several and not joint, and each Holder shall be liable for its

pro rata share (sixty-two and one-half percent (62.5%) allocable to Oncotelic and thirty-seven and one-half percent (37.5%) allocable

to Pelerin) of any such indemnification obligation, in each case based on the Merger Consideration allocations under Section 2.4. Notwithstanding

the foregoing pro rata allocation, any inaccuracy in or breach by a Holder of any representation, warranty, covenant or other obligation

that such Holder has expressly made or undertaken “severally and solely as to itself” in this Agreement (including the representations

and warranties of such Holder set forth in Sections 3.10 (No Interest in Parent; Nasdaq Rule 5635(a)(2)), 3.11 (Accredited Investor; Investment

Representations), 3.11A (Pelerin Cross-Border Representations), and 3.12 (Independent Investigation; No Reliance)) shall give rise to

indemnification liability solely against the breaching Holder, and shall not give rise to any liability of any other Holder for such breach.

Section 6.3. Indemnification

by Parent. From and after the Closing, Parent shall indemnify, defend and hold harmless each Holder from and against any Losses

incurred by such Holder arising out of (a) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub

in Article IV of this Agreement; or (b) any breach or non-performance of any covenant or agreement of Parent or Merger Sub in this Agreement.

Notwithstanding anything to the contrary in this Agreement, including this Section 6.3, no Holder shall be entitled to indemnification,

damages, set-off, fee, penalty, liquidated damages, redemption, rescission, conversion adjustment, dividend, interest or any other monetary

or economic remedy against Parent, Merger Sub or the Surviving Corporation arising out of or relating to Parent’s failure to seek,

commence, submit, recommend, obtain, or obtain by any particular date, the Stockholder Approval, or any alleged breach or non-performance

of Section 5.11. The sole consequence of the absence of Stockholder Approval shall be that the Series B Preferred Stock remains non-convertible

in accordance with the Certificate of Designation unless and until Stockholder Approval is obtained.

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Section 6.4. Limitations.

The indemnification obligations are subject to the following limitations: (a) no indemnification shall be payable to a Parent

Indemnified Party pursuant to Section 6.2(a) until the aggregate amount of Losses indemnifiable thereunder exceeds Twenty-Five Thousand

Dollars ($25,000) (the “Deductible”), at which point the Holders shall be liable for all such Losses from the first

dollar; provided, however, that the Deductible shall not apply to Losses arising out of any breach of any Fundamental Representation,

any IP Representation, any tax representation, the representation in Section 3.10 (No Interest in Parent), Fraud, intentional misrepresentation,

or any of Sections 6.2(b) through (i); and (b) the aggregate liability of the Holders under Section 6.2(a) (other than with respect to

Fundamental Representations, IP Representations, tax representations, Section 3.10, Fraud, intentional misrepresentation, and Sections

6.2(b) through (i)) shall not exceed twenty-five percent (25%) of the Merger Consideration (the “General Cap”). The

aggregate liability of all Holders collectively under all other provisions of Section 6.2 (other than Fraud, intentional misrepresentation

or willful breach, as to which no cap applies) shall not exceed the aggregate Stated Value of the Merger Consideration ($20,000,000),

and each Holder shall be severally liable, and not jointly, for its pro rata share of any such capped amount based on the Merger Consideration

allocations under Section 2.4 (sixty-two and one-half percent (62.5%) allocable to Oncotelic and thirty-seven and one-half percent (37.5%)

allocable to Pelerin); provided, however, that, consistent with the final sentence of Section 6.2, any inaccuracy in or breach by a Holder

of any representation, warranty, covenant or other obligation that such Holder has expressly made or undertaken “severally and solely

as to itself” (including the representations and warranties of such Holder set forth in Sections 3.10, 3.11, 3.11A and 3.12) shall

be recoverable solely from the breaching Holder up to the aggregate Stated Value of such breaching Holder’s Consideration Shares,

and shall not give rise to any liability of any other Holder. For the avoidance of doubt, no Holder shall be jointly and severally liable

for the indemnification obligations of any other Holder under this Article VI. Notwithstanding the foregoing, the limitations set forth

in this Section 6.4 shall not apply to (i) Losses arising out of Fraud, intentional misrepresentation or willful breach (which are not

subject to any cap, basket or other limitation), or (ii) Losses arising out of Section 6.2(i) (Nasdaq/SEC delisting or enforcement) to

the extent caused by Fraud, intentional misrepresentation or willful breach, which shall likewise be uncapped. For all purposes of this

Article VI (including the calculation of the General Cap, the calculation of any Holder’s maximum aggregate liability, and the forfeiture,

cancellation, set-off and other recovery mechanics set forth in Section 6.5), each Consideration Share shall be valued at the Stated Value

per share set forth in Section 2.2, without regard to the then-current fair market value, trading price, or any other valuation thereof,

and the Parties irrevocably agree that such valuation is conclusive and binding for all such purposes.

Section 6.5. Sources of Recovery;

Set-Off. (a)Parent’s Primary Remedies. Parent shall be entitled to satisfy any indemnification obligation of the

Holders that has been finally determined in accordance with Section 6.6 (whether by written agreement of the Parties, non-appealable judicial

order, or, if the Parties have separately agreed in writing to arbitrate the applicable dispute, a final and binding arbitration award)

(a “Finally Determined Claim”) by, at Parent’s election: (i) setting off the amount against any amounts then

or thereafter payable by Parent, the Surviving Corporation or any of their affiliates to such Holder (including, for the avoidance of

doubt, any dividends or distributions declared or paid, and any merger, sale, liquidation or other transaction consideration); (ii) forfeiting

and cancelling Consideration Shares then held by the applicable Holder in uncertificated, book-entry form directly on the records of Parent

or Parent’s transfer agent or registrar, valued at the Stated Value per share set forth in Section 2.2 (without regard to the then-current

fair market value thereof); or (iii) seeking direct recovery from such Holder in cash or other immediately available funds. Parent’s

election of one remedy shall not preclude Parent from pursuing any other remedy available under this Article VI or at law or in equity.

Parent acknowledges that, consistent with the Certificate of Designation, all shares of Common Stock issued upon conversion of Series

B Preferred Stock shall initially be issued and maintained in restricted book-entry form directly on the records of Parent or its transfer

agent and shall not be eligible for deposit into The Depository Trust Company or any nominee, broker custody, clearing-broker or street-name

account, in each case until the applicable restrictive legends have been removed and no transfer restriction or stop-transfer order remains

applicable; to the extent that, after removal of the applicable restrictive legends and the lapse of all applicable transfer restrictions,

any such Common Stock is subsequently withdrawn from Parent’s direct records and transferred into the custody of The Depository

Trust Company (“DTC”) or any intermediary broker account, such converted Common Stock shall not be subject to the cancellation

remedy set forth in Section 6.5(a)(ii),

Page 17 of 26

and Parent’s recovery with respect to amounts attributable to such converted-and-transferred

Common Stock shall be through the setoff remedy in Section 6.5(a)(i) and the cash recovery remedy in Section 6.5(a)(iii). (b)Suspension

of Conversion While Material Claims Pending. No share of Series B Preferred Stock held by a Holder may be converted into Common Stock

during any period in which Parent has, in good faith, asserted one or more indemnification claims against such Holder under this Article

VI that remain unresolved and, in the aggregate, seek damages reasonably estimated in good faith by Parent to exceed Two Hundred Fifty

Thousand Dollars ($250,000) (as such estimate may be reduced by any partial resolution or settlement of such claim). Each Holder covenants

not to submit any notice of conversion in contravention of this Section 6.5(b), and Parent and its transfer agent shall be entitled to

refuse, and shall refuse, to effectuate any such conversion during the pendency of any such claim. This covenant shall survive until final

resolution of all such claims. (c) Transferees of Preferred Take Subject; Transfer Agent Authorization. Any transferee of any Consideration

Shares (in Preferred form prior to conversion) takes such shares subject to the forfeiture, cancellation and set-off rights of Parent

set forth in this Section 6.5, and each Holder shall, as a condition to any permitted Transfer of any such Consideration Shares, cause

each transferee to execute and deliver to Parent a written acknowledgment to such effect in form reasonably satisfactory to Parent. Parent’s

rights under Section 6.5(a)(ii) shall run with the Consideration Shares (while held in Preferred form) and shall be binding on successors,

assigns, transferees, heirs, pledgees and beneficial owners. Each Holder hereby irrevocably authorizes and instructs Parent, the Surviving

Corporation, Parent’s transfer agent and Parent’s registrar, upon written notice from Parent accompanied by a true and complete

copy of the final nonappealable judicial order, fully-executed written settlement agreement, or (if the Parties have separately agreed

in writing to arbitrate the applicable dispute) a final and binding arbitration award evidencing the Finally Determined Claim (as defined

in Section 6.5(a)), to cancel, forfeit, debit or deduct, and remove from the records of Parent, without further action, consent or signature

of such Holder, such number of Consideration Shares (or fractional interests therein) and/or, solely to the extent such Consideration

Shares have been converted, such number of shares of Common Stock issued upon such conversion that remain held directly on the records

of Parent or its transfer agent and have not been deposited into DTC or any nominee, broker, clearing-broker or street-name account, in

each case as Parent shall have designated in such notice, with each Consideration Share (or fractional interest) valued at the Stated

Value (or pro rata portion thereof) per share, and each share of Common Stock so cancelled valued at the Conversion Price then in effect

(as adjusted under the Certificate of Designation). Each Holder hereby waives any right to object to, and agrees not to interfere with,

any such action taken in accordance with this Section 6.5. The authorization set forth in this Section 6.5(c) is coupled with an interest

and is irrevocable. (d) Stop-Transfer. Parent shall be entitled to instruct its transfer agent in writing to place a stop-transfer

order on any Consideration Shares (and on any Common Stock issued upon conversion thereof that remains held directly on the records of

Parent) held by a Holder or any transferee thereof as reasonably necessary to preserve Parent’s rights under this Section 6.5 with

respect to any claim for indemnification that has been asserted in good faith and remains unresolved, and to refuse to recognize any Transfer

of any such shares effected in contravention of this Section 6.5.

Section 6.6. Indemnification

Procedures. (a) Direct Claims. If Parent (or any Parent Indemnified Party) seeks indemnification under this Article VI

for any claim other than a Third-Party Claim (a “Direct Claim”), Parent shall deliver to the affected Holder(s) a written

notice (a “Direct Claim Notice”) describing in reasonable detail the basis for the claim, the provisions alleged to have been

breached, the amount of Losses claimed (or, if not yet quantifiable, a reasonable estimate thereof), and the remedy sought. The affected

Holder(s) shall have thirty (30) calendar days after receipt of the Direct Claim Notice within which to (i) deliver to Parent a written

objection setting forth the basis of any objection, (ii) commence a dispute by filing an action in the Delaware forum specified in Section

9.5, or (iii) cure (or commence a good-faith cure of) the matter underlying the Direct Claim, if curable; provided, that any such cure

shall be completed within sixty (60) calendar days after the date of the Direct Claim Notice unless Parent agrees in writing to a longer

cure period. If no timely objection, dispute or cure is delivered or commenced within such 30-day period (or if a cure is commenced but

not completed within such 60-day cure period or any such longer period agreed in writing by Parent), the Direct Claim shall be deemed

accepted by the affected Holder(s), and the amount specified in the Direct Claim Notice (subject to any reasonable downward adjustment

by Parent based on subsequently available information) shall be deemed a Finally Determined Claim under Section 6.5(a) and (where applicable)

an IP Clawback Event under Section 6.9. If Parent in good faith determines that the Direct Claim Notice understated the amount of Losses,

Page 18 of 26

Parent may deliver a supplemental Direct Claim Notice (a “Supplemental Direct Claim Notice”) setting forth the additional

amount of Losses sought, in which case the affected Holder(s) shall have a new thirty (30) calendar day period from receipt of the Supplemental

Direct Claim Notice within which to deliver an objection, commence a Section 9.5 dispute, or cure the additional matter (subject to the

60-day outside cure period set forth above), with the same effects on the Supplemental Direct Claim Notice as set forth above with respect

to the original Direct Claim Notice. If timely objected or disputed (and not cured to Parent’s reasonable satisfaction within the

60-day outside cure period or any such longer period agreed in writing by Parent), the Direct Claim shall not be deemed a Finally Determined

Claim or an IP Clawback Event until finally resolved by (A) a final, non-appealable judgment of a court of competent jurisdiction in the

Delaware forum specified in Section 9.5, (B) a final and binding arbitration award, only where the Parties have separately agreed in writing

to arbitrate the applicable dispute, or (C) a written settlement agreement between Parent and the affected Holder(s). (b) Third-Party

Claims. With respect to any Third-Party Claim for which a Parent Indemnified Party seeks indemnification under this Article VI, Parent

shall have the sole right, at its election and at the Holders’ expense, to control the defense, settlement and compromise of such

Third-Party Claim and to select counsel. No Holder shall settle, compromise or adjust any Third-Party Claim without Parent’s prior

written consent. No delay or failure to give a claim notice shall relieve the Holders of any indemnification obligation except to the

extent of actual and material prejudice.

Section 6.7. Pro-Buyer Sandbagging;

No Waiver from Investigation. The right to indemnification or any other remedy shall not be affected by any investigation conducted

by or on behalf of any Parent Indemnified Party, or any knowledge acquired at any time by any Parent Indemnified Party, whether before

or after the execution of this Agreement or the Closing. No investigation or knowledge shall constitute a waiver of or otherwise affect

any claim for indemnification hereunder.

Section 6.8. Remedies Not

Exclusive. The indemnification rights set forth in this Article VI are in addition to, and not in lieu of, any other rights or

remedies that the Parent Indemnified Parties may have at law, in equity or otherwise, including the right to seek specific performance,

injunctive relief and other equitable remedies, and claims for Fraud, intentional misrepresentation or willful breach.

Section 6.9. Special IP Assignment

Clawback. (a) IP Assertion Event (Stop-Transfer Trigger). An “IP Assertion Event” means any of the following:

(i) a written, non-frivolous third-party claim (asserted in litigation, in a USPTO or other patent-office proceeding, in a written demand

letter, or in similar formal communication) materially asserting any right, title, interest, ownership, license, royalty or similar claim

in or to any Patent based on facts existing on or prior to the Closing Date; or (ii) Parent’s written, good-faith notice to the

affected Holder(s) (supported by a contemporaneous written opinion or memorandum of outside legal counsel of recognized standing) asserting

that any of the matters described in subsection (b) below has occurred (an “IP Clawback Notice”). An IP Assertion Event

shall support stop-transfer and conversion suspension under subsection (c) below, but shall not, by itself, support forfeiture and cancellation

under subsection (d) below. (b) IP Clawback Event (Cancellation Trigger). An “IP Clawback Event” means the occurrence,

with respect to any of the matters described in clauses (i) through (iv) of this subsection (b), of any of the following: (A) a final,

non-appealable judgment of a court of competent jurisdiction; (B) a determination by the USPTO, the PTAB or any other patent office of

competent jurisdiction, in each case after exhaustion or waiver of all available appeals; (C) a final and binding award rendered by an

arbitral tribunal of competent jurisdiction (where the Parties have so agreed in writing); (D) a written settlement, stipulation or admission

by Holdings, the affected Holder or any of their respective Affiliates; or (E) the expiration of the thirty (30) calendar day period described

in Section 6.6(a) following delivery of an IP Clawback Notice without timely cure of the matter; provided, that if the affected Holder

timely commences a dispute under Section 9.5 within such 30-day period, no IP Clawback Event shall be deemed to have occurred under this

clause (E) unless and until such dispute is finally resolved by a final, non-appealable judgment, written settlement agreement, or other

binding resolution determining that an IP Clawback Event has occurred. The matters covered by this subsection (b) are: (i) any chain of

title to, or any assignment of, any Patent that is defective, broken, ineffective, unrecordable, voidable or otherwise impaired in any

material respect, in each case based on pre-Closing facts; (ii) any Patent that is invalid, unenforceable, abandoned or void, in each

case based on pre-Closing facts; (iii) any failure by any inventor, applicant representative, patent counsel or other individual associated

with the filing or prosecution of any Patent (where such conduct is attributable to Holdings or any Holder) to comply with the duty of

candor under 37 C.F.R. § 1.56 or any analogous duty,

Page 19 of 26

where such failure constitutes inequitable conduct or fraud on the USPTO; or

(iv) any breach of Section 3.6 or any breach of Section 5.1, 5.2, 5.3, 5.5 or 5.7 relating to any Patent. (c) Stop-Transfer; Conversion

Suspension Pending Resolution. Upon the occurrence of any IP Assertion Event, Parent shall be entitled, until an IP Clawback Event

has occurred or until the IP Assertion Event is otherwise resolved, to (i) instruct its transfer agent and registrar to place a stop-transfer

order on the affected Holder(s)’ Consideration Shares (and any shares of Common Stock issued upon conversion thereof and held directly

on Parent’s books), (ii) suspend conversion of the affected Holder(s)’ Series B Preferred Stock, and (iii) refuse to recognize

any Transfer of any such shares. The conversion-suspension right under this Section 6.9 shall be cumulative of, and shall operate consistently

with, the conversion-suspension right under Section 6.5(b). (d) Cancellation upon IP Clawback Event; Pro Rata Several Liability; Aggregate

Cap. Only upon the occurrence of an IP Clawback Event, Parent shall have the right (the “IP Clawback Right”) to

forfeit and cancel a number of Consideration Shares (or fractional interests therein), and, to the extent applicable, shares of Common

Stock issued upon conversion thereof and held directly on Parent’s books in accordance with Section 6.5(a), in each case sufficient

to satisfy the Clawback Amount, in accordance with the procedures of Section 6.5 and Section 6.6. For this purpose, each Consideration

Share (and each fractional interest therein) shall be valued at its Stated Value (or pro rata portion thereof) per share, and each share

of Common Stock so cancelled shall be deemed to have a value equal to the Conversion Price then in effect (as adjusted from time to time

pursuant to Section 7(d) of the Certificate of Designation), with the number of shares of Common Stock subject to cancellation calculated

by dividing the applicable unpaid claim amount by such deemed per-share value, rounded down to the nearest whole share, and any unsatisfied

remainder recoverable through set-off, direct cash recovery or any other right or remedy available to Parent. Each Holder shall be severally

liable, and not jointly, for its pro rata share of the Clawback Amount based on the Merger Consideration allocations under Section 2.4

(sixty-two and one-half percent (62.5%) allocable to Oncotelic and thirty-seven and one-half percent (37.5%) allocable to Pelerin); provided,

that, except in the case of Fraud, intentional misrepresentation or willful breach (as to which no cap applies), the aggregate liability

of all Holders under this Section 6.9, taken together with all other indemnification obligations subject to the cap in Section 6.4, shall

not exceed the aggregate Stated Value of the Merger Consideration ($20,000,000), and no Holder shall be jointly and severally liable for

the indemnification obligations of any other Holder under this Article VI. (e) Clawback Amount; Liquidated Damages. The “Clawback

Amount” means the aggregate Losses suffered or incurred by the Parent Indemnified Parties as a result of the IP Clawback Event,

calculated in accordance with Section 6.2 and not subject to the deductible in Section 6.4(a) or the General Cap (consistent with the

IP Representation carveout in Section 6.4); provided, that for any IP Clawback Event arising out of an invalidity, unenforceability,

abandonment or voidness of a Patent within the matters described in clause (b)(ii) above, the Clawback Amount shall be the greater of

(x) such Losses and (y) the Stated Value of the Consideration Shares allocable to the affected Patent based on the allocation set forth

on Schedule 3.6 (and, if all Patents are invalid, unenforceable, abandoned or void, the full aggregate Stated Value of the Merger Consideration).

The Parties acknowledge and agree, as a contractual stipulation supporting the formula in clause (y) above, that (1) the Patents are the

sole assets being acquired in the Merger, (2) damages arising from defects in title, validity or enforceability of the Patents are inherently

difficult to quantify with precision, (3) the Stated Value allocation reflects a reasonable pre-estimate of the harm to Parent, and (4)

the formula is intended as liquidated damages and not as a penalty. (f) Cumulative Remedies; No Double Recovery. The IP Clawback

Right is in addition to, and not in lieu of, all other rights and remedies of Parent under this Article VI (including under Sections 6.2,

6.5 and 6.6) and at law or in equity. Parent may pursue any combination of remedies in any order, but no Parent Indemnified Party shall

recover the same dollar of Loss more than once. Amounts actually recovered through this Section 6.9 shall be credited dollar-for-dollar

against any indemnification obligation in respect of the same dollar of Loss. (g) Authorization; Bind Successors. Each Holder hereby

irrevocably authorizes Parent, the Surviving Corporation, Parent’s transfer agent and Parent’s registrar to (i) place stop-transfer

orders, suspend conversion and refuse to register transfers in accordance with subsection (c) above upon Parent’s good-faith assertion

of an IP Assertion Event, and (ii) forfeit and cancel Consideration Shares (and shares of Common Stock issued upon conversion thereof

and held directly on Parent’s books in accordance with Section 6.5(a)) in accordance with subsection (d) above upon the occurrence

of an IP Clawback Event. The authorization is coupled with an interest, is irrevocable, and binds each Holder’s successors, assigns,

transferees, heirs, pledgees and beneficial owners. Any transferee of any Consideration Shares takes subject to this Section 6.9. (h)

Survival. This Section 6.9 shall survive the Closing for the survival periods provided in Section 6.1 (with the IP Representation

survival under Section 6.1(b) and the Section 6.4 carveouts controlling), and any IP Clawback Notice delivered by Parent prior to expiration

of the relevant survival period shall preserve Parent’s rights under this Section 6.9 until the relevant matter is finally resolved.

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ARTICLE VII

CONDITIONS TO CLOSING

Section 7.1. Conditions to

Each Party’s Obligations. The obligation of each Party to consummate the Transactions is subject to the satisfaction (or,

to the extent permitted by law, waiver by each of Parent and the Holders) at or prior to the Closing of the following conditions: (a)

no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order that

is in effect and has the effect of making the Transactions illegal or otherwise restraining or prohibiting the consummation thereof; and

(b) no Action shall be pending by any Governmental Authority that seeks to restrain or prohibit the Transactions.

Section 7.2. Conditions to

Parent’s and Merger Sub’s Obligations. The obligation of Parent and Merger Sub to consummate the Transactions is subject

to the satisfaction (or waiver by Parent in its sole discretion) at or prior to the Closing of the following conditions:

(a) Representations

and Warranties. Each representation and warranty of Holdings and each Holder contained in Article III shall be true and correct in

all respects as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date, in each case subject to

the temporal qualifications set forth in the introductory paragraph of Article III (including the Article III provisions specifying that

certain representations and warranties of Holdings are made solely as of immediately prior to the Effective Time), and except to the extent

any representation or warranty is expressly made as of a specific date, in which case as of such date, without regard to any “material,”

“materiality” or “Material Adverse Effect” qualifier expressly set forth in such representation or warranty; provided,

however, that any “Knowledge” qualifier expressly set forth in any representation or warranty shall be preserved and shall

remain effective in connection with such bringdown.

(b) Covenants. Holdings

and each Holder shall have performed and complied in all material respects with all covenants, agreements and obligations required by

this Agreement to be performed or complied with by it at or prior to the Closing.

IP Contribution. (i) Holdings shall have been duly formed as a Delaware corporation, and shall be validly existing and in good standing

under the laws of the State of Delaware; (ii) each of the Holders shall have duly contributed its respective Patents to Holdings in exchange

for Holdings Common Stock in the allocation set forth in Section 2.4; (iii) Holdings shall be the sole record owner of each Patent (with

all intercompany assignments duly executed and, to the extent required, recorded with the USPTO); and (iv) the Holders shall collectively

be the sole record and beneficial owners of all issued and outstanding capital stock of Holdings.

(d) Certificate of

Designation. The Certificate of Designation shall have been duly filed with, and accepted by, the Secretary of State of the State

of Delaware, and shall be in full force and effect.

(e) Deliverables. Each

Holder shall have delivered to Parent the following administrative closing deliveries: (i) any certificates representing such Holder’s

Holdings Common Stock, properly endorsed for transfer (or an affidavit of loss and indemnity); (ii) an IRS Form W-9 (or applicable W-8);

and (iii) customary Patent assignment confirmations. For the avoidance of doubt, and consistent with Section 2.5, the automatic conversion

of the Holdings Common Stock at the Effective Time shall not be conditioned on any such administrative delivery, and this Section 7.2(e)

operates solely as a condition to Parent’s obligation to proceed with the Closing and not as a condition to the conversion of, or

issuance of Consideration Shares in respect of, the Holdings Common Stock.

(f) Officer’s

Certificate. Each of Holdings and each Holder shall have delivered to Parent a certificate, dated the Closing Date and signed by a

duly authorized officer (in the case of Holdings) or by such Holder (in the case of the Holders), certifying that the conditions set forth

in Sections 7.2(a) and (b) have been satisfied.

Page 21 of 26

(g) No Material Adverse

Effect. Since the Effective Date, there shall not have occurred any event, condition, change, occurrence or effect that, individually

or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Patents or on the ability of Holdings

or the Holders to consummate the Transactions.

(h) Holder Officer’s

Certificates. Each Holder shall have delivered to Parent a separate, dated certificate signed by such Holder (in the case of an individual)

or by a duly authorized officer of such Holder (in the case of an entity), certifying, with particularity, that the representation and

warranty of such Holder set forth in Section 3.10 (No Interest in Parent; Nasdaq Rule 5635(a)(2)) is true and correct in all respects

as of the Closing Date as though made on and as of the Closing Date.

(i) Patent Assignment

Deliverables. Holdings and each Holder shall have delivered to Parent: (i) a separate confirmatory short-form assignment of each Patent,

in recordable form suitable for filing with the USPTO (and with any foreign patent office, as applicable), executed by Holdings as assignor,

assigning to the Surviving Corporation all right, title and interest in and to such Patent; (ii) evidence of record of the pre-Closing

chain of title for each Patent (including recorded assignments from each inventor and any intermediate assignees to Holdings); and (iii)

an executed, recordation-ready confirmatory assignment of the provisional patent application in respect of the Merger.

Section 7.3. Conditions to

the Holders’ Obligations. The obligation of the Holders to consummate the Transactions is subject to the satisfaction (or

waiver by the Holders) at or prior to the Closing of the following conditions: (a) the representations and warranties of Parent and Merger

Sub in Article IV shall be true and correct in all material respects as of the Effective Date and the Closing Date; (b) Parent and Merger

Sub shall have performed and complied in all material respects with all covenants required to be performed by them at or prior to the

Closing; and (c) Parent shall have delivered to the Holders book-entry evidence of issuance of the Consideration Shares.

ARTICLE VIII

TERMINATION

Section 8.1. Termination

Rights. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

(a) Mutual Agreement.

By the mutual written agreement of Parent and the Holders.

(b) Outside Date. By

Parent, if the Closing shall not have occurred on or before the date that is ninety (90) calendar days following the Effective Date (or

such later date as Parent may designate in writing) (the “Outside Date”), for any reason other than a breach by Parent

or Merger Sub of its obligations hereunder; provided that Parent may extend the Outside Date one or more times, in its sole discretion,

by written notice to the Holders. The initial ninety-day period reflects the parties’ multi-step pre-signing workstreams.

or Holders. By Parent, if Holdings or any Holder shall have breached any representation, warranty, covenant or agreement set forth

in this Agreement, and such breach (i) would cause any condition set forth in Section 7.1 or Section 7.2 not to be satisfied and (ii)

has not been cured (to the extent curable) within ten (10) Business Days after receipt of written notice of such breach.

(d) Inaccuracy of Section

3.10 Representation. By Parent, immediately upon written notice to the Holders, if at any time between the Effective Date and the

Closing Parent determines in good faith, after consultation with its outside Nasdaq counsel, that the representation and warranty set

forth in Section 3.10 (No Interest in Parent; Nasdaq Rule 5635(a)(2)) is, or has become, inaccurate in any respect.

(f) Order. By Parent,

if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order

that is in effect and has the effect of making any of the Transactions illegal or otherwise prohibiting the consummation thereof.

Page 22 of 26

Section 8.2. Effect of Termination.

In the event of termination of this Agreement pursuant to Section 8.1, this Agreement shall become null and void and of no further

force or effect, and no Party shall have any liability hereunder to any other Party; provided, however, that (a) the provisions of Section

5.3 (Confidentiality), Section 5.4 (Public Announcements), this Article VIII and Article IX shall survive termination, and (b) no termination

shall relieve any Party from liability for any breach of this Agreement occurring prior to termination, including any breach based on

Fraud, intentional misrepresentation or willful breach (as to which no cap, basket or other limitation shall apply).

ARTICLE IX

MISCELLANEOUS

Section 9.1. Notices. All

notices and other communications hereunder shall be in writing and shall be deemed duly given (a) upon personal delivery; (b) upon confirmed

delivery by a nationally recognized overnight courier; or (c) when sent by email with confirmation of receipt, in each case to the addresses

on Schedule 9.1.

Section 9.2. Entire Agreement.

This Agreement and the other Transaction Documents constitute the entire agreement among the Parties with respect to the subject

matter hereof and supersede all prior agreements, negotiations, discussions and understandings (whether oral or written) with respect

thereto.

Section 9.3. Amendments;

Waivers. This Agreement may be amended only by a written instrument executed by each of the Parties. No waiver shall be effective

unless set forth in a written instrument executed by the Party against whom such waiver is sought to be enforced.

Section 9.4. Successors and

Assigns. No Holder may assign this Agreement or any rights or obligations hereunder without Parent’s prior written consent,

and any purported assignment in violation of the foregoing shall be null and void. Parent and Merger Sub may assign this Agreement, in

whole or in part, to any affiliate or successor without consent.

Section 9.5. Governing Law;

Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by the laws of the State of Delaware. Each Party submits

to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction,

the Superior Court of the State of Delaware and the United States District Court for the District of Delaware). EACH PARTY IRREVOCABLY

WAIVES ANY RIGHT TO TRIAL BY JURY.

Section 9.6. Specific Performance;

Irreparable Harm. The Parties acknowledge and agree that any breach of this Agreement by Holdings or any Holder would cause irreparable

harm to Parent for which monetary damages would not be an adequate remedy. Accordingly, Parent and the Surviving Corporation shall be

entitled, in addition to any other remedies available at law or in equity (including any right of termination under Article VIII), to

specific performance, injunctive relief and other equitable remedies to prevent breaches or threatened breaches by Holdings or any Holder

and to enforce the provisions of this Agreement, in each case without the requirement to post any bond or other security and without any

requirement to prove that monetary damages are inadequate.

Section 9.7. Attorneys’

Fees. In any Action arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’

fees, expert fees, costs and other expenses.

Section 9.8. Severability.

If any provision is held invalid, illegal or unenforceable, such provision shall be reformed to the minimum extent necessary while

preserving the intent of the Parties, and the remaining provisions shall be unaffected.

Section 9.9. Counterparts;

Electronic Signatures. This Agreement may be executed in counterparts and by electronic transmission, each of which shall be deemed

an original.

Section 9.10. No Third-Party

Beneficiaries. Except as expressly provided in Article VI (with respect to Parent Indemnified Parties), nothing in this Agreement

shall confer upon any Person any legal or equitable right, benefit or remedy.

Section 9.11. Construction.

The headings are for reference only. “Include,” “includes” and “including” shall be deemed

followed by “without limitation.” No rule of construction against the drafting party shall apply.

Page 23 of 26

Section 9.12. Certain Defined

Terms. In addition to the terms defined elsewhere in this Agreement, the following capitalized terms, when used in this Agreement,

shall have the following meanings:

“Action”

means any action, suit, claim, proceeding, arbitration, investigation, audit or inquiry, whether civil, criminal, administrative, regulatory

or otherwise, and whether at law or in equity, before or by any Governmental Authority or arbitrator.

“Code”

means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Fraud”

means actual, intentional and knowing common-law fraud committed with the intent to deceive in the making of the express representations

and warranties set forth in this Agreement or any other Transaction Document, and shall not include any form of constructive fraud, negligent

misrepresentation or equitable fraud.

“Governmental

Authority” means any federal, state, local, foreign, supranational, multinational or other (a) government; (b) governmental

or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity

exercising governmental or quasi-governmental power); (c) multinational organization exercising judicial, legislative or regulatory power;

or (d) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory

or taxing authority or power of any nature (including The Nasdaq Stock Market LLC and any other self-regulatory organization).

“Knowledge”

means (a) with respect to any individual, the actual knowledge of such individual after reasonable inquiry; and (b) with respect to any

entity, the actual knowledge, after reasonable inquiry, of the directors, executive officers and other senior management personnel of

such entity; provided that, in the case of Holdings, “Knowledge” means the Knowledge of each Holder.

“Liabilities”

means any liabilities, debts, obligations, commitments or claims of any nature whatsoever, whether absolute, accrued, contingent, known

or unknown, matured or unmatured, liquidated or unliquidated, disputed or undisputed, due or to become due, and whether or not required

to be reflected or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles.

“Liens”

means any and all liens, claims, pledges, security interests, mortgages, deeds of trust, encumbrances, hypothecations, options, rights

of first refusal, rights of first offer, voting trusts, proxies, stockholder agreements, and other restrictions or limitations of any

kind on title, use, transfer or disposition, other than transfer restrictions arising under applicable federal and state securities laws.

“Person”

means any individual, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated organization,

Governmental Authority or other entity.

“SEC”

means the U.S. Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Third-Party

Claim” means any Action asserted by any Person that is not a Party to this Agreement or an affiliate of a Party to this Agreement.

“Transaction

Documents” means this Agreement, the Certificate of Merger, the Certificate of Designation, and all other agreements, certificates,

instruments and documents executed or to be executed by any Party in connection with the Transactions.

[Signature Page Follows]

Page 24 of 26

IN WITNESS WHEREOF, the Parties

have caused this Agreement and Plan of Merger to be duly executed as of the Effective Date.

LUNAI BIOWORKS, INC.

By: /s/ David Weinstein

Name: David Weinstein

Title: Chief Executive Officer

LUNAI BIOWORKS IP, INC.

By: /s/ David Weinstein

Name: David Weinstein

Title: Chief Executive Officer

NEUROBRIDGE IP HOLDINGS INCORPORATED

By: /s/ Eric Morehouse

Name: Eric Morehouse

Title: President

HOLDERS:

ONCOTELIC INC.

By: /s/ Vuong Trieu

Name: Vuong Trieu

Title: Chief Executive Officer

PELERIN THERAPEUTICS INC.

By: /s/ Fabrice Heitzmann

Name: Fabrice Heitzmann

Title: Chief Executive Officer

[SIGNATURE

PAGE TO AGREEMENT AND PLAN OF MERGER]

Page 25 of 26

EXHIBITS AND SCHEDULES

Exhibit A: Form of Certificate of Merger

Exhibit B: Certificate of Designation of Series B Preferred Stock

Schedule 2.2: Number of Consideration Shares; Stated Value; Conversion

Price

Schedule 3.4: Ownership of Holdings Common Stock

Schedule 3.6: Patents

Schedule 9.1: Notice Addresses

Page 26 of 26

EXHIBIT A

Form of Certificate of Merger

[See Attached.]

EXHIBIT B

Form of Certificate of Designation

[See Attached.]

SCHEDULE 2.2

Number

of Shares of Series B Convertible Preferred Stock

Stated

Value of Series B Convertible Preferred Stock

Conversion

Price of Series B Convertible Preferred Stock

$2,500,000 per share for an aggregate total of $20,000,000

$1.50

per share

SCHEDULE 3.4

NEUROBRIDGE IP HOLDINGS INCORPORATED

Ownership of Common Stock

Holder Name:

Shares of Common Stock:

Ownership Interest:

Oncotelic Inc.

625

62.5%

Pelerin Therapeutics Inc.

375

37.5%

Total:

1,000

100%

SCHEDULE 3.6

Patents

Jurisdiction

Application #

Filing Date

Status

PCT (International)

PCT/US2022/075763

31-Aug-22

Pending

United States

18/600,993

11-Mar-24

Pending

US Provisional

64/042,932

17-Apr-26

Pending

US Provisional

64/042,938

17-Apr-26

Pending

US Provisional

64/042,941

17-Apr-26

Pending

Australia

2022341090

22-Mar-24

GRANTED

Japan

2024-515840

11-Mar-24

Pending

Canada

3,231,407

8-Mar-24

Pending

Brazil

BR112024004819-5

12-Mar-24

Pending

Mexico

MX/a/2024/002875

6-Mar-24

Pending

European Union

22868224.1

20-Mar-24

Pending

India

202417028718

8-Apr-24

Pending

China

202280074750.6

9-May-24

Pending

Hong Kong

62024100826.2

13-Dec-24

Pending

South Korea

10-2024-7012048

11-Apr-24

Pending

United States

US 63/798,853

May 2, 2025

Provisional Application

PCT

PCT/CA2026/050584

April 22, 2026

PCT Application

SCHEDULE 9.1

Notices

If to Parent or Merger Sub:

Lunai Bioworks, Inc.

Attn: David Weinstein; Nathen Fuentes

3400 Cottage Way, Suite G2, #3256

Sacramento, California 95825

Email: Dweinstein@lunaibioworks.com; Nfuentes@lunaibioworks.com

with a copy (which alone shall not constitute notice) to:

Dickinson Wright, PLLC

Attn: Joel D. Mayersohn; Ruba Qashu

350 East Las Olas Blvd., Suite 1750

Fort Lauderdale, FL 33301

Email: Jmayersohn@dickinson-wright.com; Rqashu@dickinson-wright.com

If to Holdings or Holders:

Neurobridge IP Holdings Incorporated

Eric Morehouse

C/O Dulles Law

8230 Leesburg Pike

Suite 660

Vienna, VA 22182

Email: Apezan@dulles.law; Emorehouse@aipisolutions.com

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: e7595_ex3-1.htm · Sequence: 3

EXHIBIT 3.1

CERTIFICATE OF DESIGNATION

SERIES B CONVERTIBLE PREFERRED STOCK

LUNAI BIOWORKS, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

Lunai Bioworks, Inc., a corporation organized and

existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions

of Section 103 thereof, DOES HEREBY CERTIFY as follows:

That, pursuant to the authority conferred upon the

Board of Directors of the Corporation by the Amended and Restated Certificate of Incorporation of the Corporation (as amended from time

to time, the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of the General Corporation Law

of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation, by resolutions duly adopted on April 27,

2026, duly authorized and approved the creation and issuance of a series of preferred stock of the Corporation, par value $0.0001 per

share, designated as the “Series B Convertible Preferred Stock,” and adopted the resolutions set forth herein, in the form

of this Certificate of Designation (this “Certificate of Designation”):

RESOLVED, that pursuant to the authority granted

to and vested in the Board of Directors of the Corporation in accordance with the provisions of the Certificate of Incorporation, the

Board of Directors hereby creates a series of preferred stock of the Corporation, and hereby fixes the powers, designations, preferences,

rights, qualifications, limitations and restrictions of such series, as follows:

Section 1. Definitions.

For purposes of this Certificate of Designation, the

following terms shall have the meanings set forth below. Capitalized terms used in this Certificate of Designation and not otherwise defined

herein shall have the meanings ascribed to them in the Merger Agreement (as in effect on the Original Issue Date), the Certificate of

Incorporation, or the DGCL, as applicable.

“Affiliate” has the

meaning given to such term in the Merger Agreement.

“Business Day” means

any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or the State of Delaware are authorized

or required by applicable law to close.

“Common Stock” means

the common stock of the Corporation, par value $0.0001 per share.

“Conversion Notice” has

the meaning set forth in Section 7(f).

“Conversion Price” has

the meaning set forth in Section 7(b).

“Conversion Suspension”

means any suspension of the right to convert any Series B Preferred Stock into Common Stock under Section 6.5(b) or Section 6.9 of

the Merger Agreement, or under Section 10 of this Certificate of Designation.

“Exchange Act” means

the Securities Exchange Act of 1934, as amended.

“Holder” has the meaning

given to such term in the Merger Agreement (and, for the avoidance of doubt, includes Oncotelic Inc., a Delaware corporation, and Pelerin

Therapeutics Inc., a corporation existing under the laws of the Province of British Columbia, Canada).

“Liquidation Preference”

has the meaning set forth in Section 6.

“Merger Agreement” means

the Agreement and Plan of Merger by and among the Corporation, Lunai Bioworks IP, Inc., Neurobridge IP Holdings Incorporated, Oncotelic

Inc., and Pelerin Therapeutics Inc., dated as of April 27, 2026, as in effect on the Original Issue Date, as the same may be amended after

the Original Issue Date, but only to the extent that any such amendment does not adversely affect the powers, preferences, rights, qualifications,

limitations or restrictions of the holders of Series B Preferred Stock unless any such amendment is approved in accordance with Section

14 below.

“Original Issue Date” means

the date on which the first share of Series B Preferred Stock is issued by the Corporation.

“Series B Preferred Stock”

has the meaning set forth in Section 2.

“Stated Value” has the

meaning set forth in Section 3.

“Stockholder Approval” has

the meaning set forth in Section 7(a).

“Stockholder Approval Proposal”

means the proposal seeking the Stockholder Approval submitted to the holders of Common Stock for approval.

“Trading Day” means

any day on which The Nasdaq Stock Market LLC (or, if the Common Stock is not then listed on The Nasdaq Stock Market LLC, the principal

national securities exchange or over-the-counter market on which the Common Stock is then listed or traded) is open for trading; provided

that, if the Common Stock is not so listed or traded, “Trading Day” shall mean a Business Day.

“Transfer” means any

direct or indirect sale, transfer, assignment, gift, pledge, hypothecation, encumbrance, grant of a security interest in, or other disposition

of any kind, whether voluntary or involuntary, by operation of law or otherwise; the verb forms “Transfer,” “Transfers,”

“Transferred” and similar terms, and the noun “Transferee,” shall have correlative meanings.

Section 2. Designation and Number of Shares; Fractional

Interests.

(a) Designation. There is hereby created out

of the authorized but unissued shares of preferred stock of the Corporation, par value $0.0001 per share (the “Preferred Stock”),

a series of Preferred Stock, designated as “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”).

The number of authorized shares constituting the Series B Preferred Stock shall be eight (8) shares.

(b) Fractional Series B Interests; Partial Conversion

and Cancellation. Notwithstanding anything to the contrary in this Certificate of Designation, shares of Series B Preferred Stock

may be held, issued, converted, forfeited, cancelled, debited and otherwise transacted, in each case in whole shares or in fractional

interests calculated to six (6) decimal places. The Stated Value, Liquidation Preference, conversion rights and all other powers, preferences,

rights, qualifications, limitations and restrictions of any fractional interest in a share of Series B Preferred Stock shall be proportionate

to the fraction of a share represented by such interest. No fractional interest in the Series B Preferred Stock shall be evidenced by

a certificate; all fractional interests shall be maintained solely in book-entry form on the records of the Corporation or its transfer

agent. The Corporation, its transfer agent and its registrar are authorized to debit, cancel and forfeit whole shares or fractional interests

from a holder’s book-entry position in connection with any conversion, forfeiture, cancellation or other transaction permitted under

this Certificate of Designation or the Merger Agreement.

Section 3. Stated Value.

The stated value of each share of Series B Preferred

Stock shall be $2,500,000 per share (the “Stated Value”), with an aggregate Stated Value of $20,000,000 across the eight (8)

shares of Series B Preferred Stock authorized by this Certificate of Designation. The Stated Value shall not be adjusted in connection

with any stock split, stock dividend, recapitalization, reclassification or similar event affecting the Series B Preferred Stock except

as expressly provided herein.

Section 4. Ranking.

The Series B Preferred Stock shall, with respect to

liquidation, dissolution and winding up of the Corporation, rank: (a) senior to the Common Stock and to any other class or series of capital

stock of the Corporation hereafter authorized that does not by its terms expressly rank senior to or pari passu with the Series B Preferred

Stock; (b) pari passu with any class or series of capital stock of the Corporation hereafter authorized that by its terms ranks pari passu

with the Series B Preferred Stock; and (c) junior to any class or series of capital stock of the Corporation hereafter authorized that

by its terms ranks senior to the Series B Preferred Stock.

Section 5. Dividends.

No dividends shall accrue or be payable on the Series

B Preferred Stock. The Series B Preferred Stock shall not be entitled to participate in any dividend, distribution or other payment declared

or made on the Common Stock or any other class or series of capital stock of the Corporation, except as required by the DGCL.

Section 6. Liquidation Preference.

In the event of any liquidation, dissolution or winding

up of the Corporation (whether voluntary or involuntary), each holder of Series B Preferred Stock shall be entitled to receive, out of

the assets of the Corporation legally available for distribution to its stockholders, before any distribution or payment shall be made

to the holders of Common Stock or any other class or series of capital stock ranking junior to the Series B Preferred Stock, an amount

per share equal to the Stated Value (the “Liquidation Preference”). After payment in full of the Liquidation Preference, the

holders of Series B Preferred Stock shall not be entitled to any further participation in the distribution of the Corporation’s

assets in respect of the Series B Preferred Stock.

Section 7. Conversion.

(a) Conversion Gate. No share of Series B Preferred

Stock shall be convertible into Common Stock prior to the Corporation’s receipt of (i) the affirmative vote of holders of a majority

of the votes cast on the Stockholder Approval Proposal at a meeting of the Corporation’s stockholders, or (ii) a written consent

in lieu of a meeting of the requisite holders of the Corporation’s voting securities approving the Stockholder Approval Proposal,

in each case to the extent permitted by applicable law and Nasdaq Listing Rule 5635 (such approval, the “Stockholder Approval”).

Any purported conversion of any Series B Preferred Stock into Common Stock prior to receipt of the Stockholder Approval shall be null

and void ab initio, and shall not give rise to any right, claim, interest or remedy of any holder, including any right to receive

Common Stock, dividends, distributions, voting rights or any other consideration. The Corporation’s solicitation obligations with

respect to the Stockholder Approval Proposal are set forth in Section 5.11 of the Merger Agreement, including the limited Nasdaq savings

clause therein. Failure of the Corporation to seek or obtain the Stockholder Approval by any date or at all shall not result in any increase

in the Stated Value, the Conversion Ratio or any dividend, any decrease in the Conversion Price, any redemption right, rescission right,

penalty, fee, liquidated damages or other monetary or economic consequence favorable to any holder of Series B Preferred Stock.

(b) Conversion Price; Aggregate Conversion Math.

From and after receipt of the Stockholder Approval, the holder of any share of Series B Preferred Stock (or any fractional interest

in a share of Series B Preferred Stock) shall be entitled, at such holder’s option and subject to subsections (c) through (i) below

and to Section 10 (Stop-Transfer; Forfeiture and Cancellation), to convert all or any whole-share or fractional portion of such holder’s

Series B Preferred Stock into a number of shares of Common Stock equal to (i) the aggregate Stated Value (or pro rata portion thereof,

in the case of any fractional interest) of all shares (and fractional interests) of Series B Preferred Stock specified in the applicable

Conversion Notice (the “Subject Shares”), divided by (ii) $1.50 (the “Conversion Price”), rounded down to the

nearest whole share. The number of shares of Common Stock issuable upon any single conversion shall be calculated based on the aggregate

Stated Value of all Subject Shares included in such Conversion Notice (and not separately for each Subject Share or fractional interest),

and rounding shall be applied once per Conversion Notice. Based on the aggregate Stated Value of the eight (8) shares of Series B Preferred

Stock authorized by this Certificate of Designation and the Conversion Price, the maximum aggregate number of shares of Common Stock issuable

upon full conversion of all such Series B Preferred Stock is 13,333,333 shares of Common Stock.

Price shall not be adjusted in connection with any issuance, sale or other disposition of capital stock or other securities by the Corporation,

whether at, above or below the Conversion Price, the prevailing market price, or any other valuation. No “anti-dilution,”

“ratchet,” “price protection,” “weighted-average” or other similar adjustment shall apply to the Conversion

Price.

(d) Structural Adjustments. The Conversion

Price shall be adjusted as follows for the events described below: (i) Subdivisions. If the Corporation, at any time, subdivides

(by any stock split, stock dividend, recapitalization, reclassification or otherwise) one or more classes of its outstanding Common Stock

into a greater number of shares, the Conversion Price in effect immediately before such subdivision shall be proportionately decreased

so that the number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be increased in

proportion to such increase in outstanding shares of Common Stock. (ii) Combinations. If the Corporation, at any time, combines

(by reverse stock split, combination, consolidation or otherwise) one or more classes of its outstanding Common Stock into a smaller number

of shares, the Conversion Price in effect immediately before such combination shall be proportionately increased so that the number of

shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be decreased in proportion to such decrease

in outstanding shares of Common Stock. (iii) Reorganizations; Mergers; Sales. If the Common Stock is converted into, exchanged

for, or otherwise becomes the right to receive other securities, cash or property (or any combination thereof) in any merger, consolidation,

share exchange, statutory conversion, reorganization, recapitalization, reclassification or sale of substantially all the assets of the

Corporation, then each share of Series B Preferred Stock shall thereafter be convertible (following receipt of Stockholder Approval to

the extent the Conversion Gate then remains applicable) into the kind and amount of securities, cash or property to which a holder of

the number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock immediately before such transaction

would have been entitled in such transaction, subject to further adjustment in accordance with this Section 7. The provisions of this

Section 7(d) shall apply to successive subdivisions, combinations, reorganizations, mergers, sales and similar events. All adjustments

made under this Section 7(d) shall be calculated to the nearest one-thousandth of one cent ($0.00001).

(e) Beneficial Ownership Limitation; Conversion

Blocker. Notwithstanding any other provision of this Certificate of Designation or the Merger Agreement, no share of Series B Preferred

Stock (or any fractional interest therein) shall be convertible into Common Stock if, after giving effect to such conversion, the holder

thereof, together with such holder’s Affiliates and any “group” within the meaning of Section 13(d)(3) of the Exchange

Act including such holder, would beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) more than 4.99% of the then-outstanding

Common Stock (the “Beneficial Ownership Limitation,” which shall operate as a conversion blocker for purposes of this

Certificate of Designation and Section 3.13(c) of the Merger Agreement, and any purported conversion in contravention of this Section

7(e) shall be null and void ab initio); provided, that (i) any holder may elect to increase the Beneficial Ownership Limitation

applicable to it from 4.99% to 9.99% upon sixty-one (61) days’ prior written notice to the Corporation, and (ii) any further increase

above 9.99% shall require the Corporation’s prior written consent, which the Corporation may grant, condition or withhold in its

sole discretion based on its determination of compliance with Nasdaq Listing Rule 5635 (including Nasdaq Listing Rule 5635(b) and the

change-of-control analysis thereunder), and shall be subject to such separate stockholder approval (if any) as the Corporation determines

is required by applicable law or the rules of any national securities exchange on which the Common Stock is then listed. The Corporation,

its transfer agent and its registrar shall give effect to this Section 7(e) by refusing to register any conversion of Series B Preferred

Stock that would result in beneficial ownership in excess of the then-applicable Beneficial Ownership Limitation. The Beneficial Ownership

Limitation in this Section 7(e) is in addition to, and not in lieu of, the Conversion Gate set forth in Section 7(a) and any stop-transfer

or conversion-suspension restriction under Section 10.

(f) Mechanics of Conversion. To convert any

shares of Series B Preferred Stock into Common Stock, a holder shall deliver to the Corporation a written notice of conversion (a “Conversion

Notice”) setting forth the number of shares of Series B Preferred Stock to be converted and the holder’s representation and

warranty that the conversion (i) is not prior to receipt of the Stockholder Approval, (ii) does not violate the Beneficial Ownership Limitation,

and (iii) is not subject to any stop-transfer order or conversion suspension under Section 10 below or under the Merger Agreement. Subject

to the foregoing, the Corporation shall, within three (3) Trading Days after receipt of a valid Conversion Notice, cause its transfer

agent to credit the converting holder’s account with the number of shares of Common Stock to which such holder is entitled, in restricted

book-entry form in accordance with Section 10(f) below.

(g) Rounding; No Fractional Shares. The number

of shares of Common Stock issuable upon any conversion shall be rounded down to the nearest whole share, and no fractional shares of Common

Stock shall be issued upon conversion of Series B Preferred Stock; no cash or other consideration shall be paid in lieu of any fractional

share otherwise issuable. Rounding shall be applied once per Conversion Notice (computed on the aggregate Stated Value of all Subject

Shares) and not separately on a share-by-share basis.

(h) Not a Future Priced Security. The Series

B Preferred Stock is not a “Future Priced Security” within the meaning of Nasdaq Listing Rule IM-5635-4. No term of this Certificate

of Designation provides for a variable, contingent, reset or otherwise adjustable Conversion Price, an increased dividend, accrual of

any penalty, redemption right, or any other consequence favorable to the holders of Series B Preferred Stock triggered by, or contingent

upon, the failure to obtain the Stockholder Approval by any particular date or at all.

(i) Reservation of Common Stock. From and after

receipt of the Stockholder Approval, the Corporation shall at all times reserve and keep available out of its authorized and unissued

Common Stock, solely for the purpose of effecting the conversion of the Series B Preferred Stock, that number of shares of Common Stock

as is sufficient to permit the full conversion of all then-outstanding shares (and fractional interests) of Series B Preferred Stock at

the Conversion Price then in effect, as adjusted under Section 7(d). The Corporation shall take all such corporate action as may be necessary

to ensure that all shares of Common Stock issuable upon conversion of the Series B Preferred Stock will, upon issuance, be duly authorized,

validly issued, fully paid and non-assessable, and free of preemptive rights and liens (other than transfer restrictions arising under

applicable securities laws, the Merger Agreement and this Certificate of Designation).

Section 8. Voting Rights.

(a) General. The holders of Series B Preferred

Stock shall not have voting rights and shall not be entitled to vote on any matter submitted to a vote of the stockholders of the Corporation,

except as expressly required by the DGCL or as expressly set forth in subsection (c) below.

(b) Voting Exclusion (Nasdaq IM-5635-2). Consistent

with Nasdaq Listing Rule IM-5635-2, no shares of (i) Series B Preferred Stock (or any fractional interest therein) issued as merger consideration

under the Merger Agreement, (ii) Common Stock issued upon conversion of any such Series B Preferred Stock, or (iii) any other securities

of the Corporation that Nasdaq requires to be excluded from the vote, in each case held directly or beneficially by any Holder, any Affiliate

of a Holder, any Transferee, successor or assign of a Holder, any nominee, broker, custodian, pledgee or beneficial owner of any such

securities, or any other Person that Nasdaq requires to be excluded from the vote, shall be voted on the Stockholder Approval Proposal.

The voting exclusion in this Section 8(b) follows the securities, not the original holder, and the Corporation, its transfer agent and

any proxy solicitor engaged by the Corporation shall give effect to this voting exclusion (including by maintaining and applying a separate

restricted CUSIP, segregated book-entry position or comparable identifier for the affected securities, and by tabulating, on the Stockholder

Approval Proposal, only votes cast by stockholders that are not subject to this Section 8(b)).

as any shares (or fractional interests in shares) of Series B Preferred Stock remain outstanding, the affirmative vote or written consent

of the holders of a majority of the outstanding Series B Preferred Stock (calculated based on the aggregate Stated Value of all shares

and fractional interests then outstanding), voting separately as a single class, shall be required for the Corporation to amend, alter

or repeal any provision of this Certificate of Designation, the Certificate of Incorporation or the bylaws of the Corporation in a manner

that adversely affects the powers, preferences, privileges or rights of the Series B Preferred Stock as such (and, for the avoidance of

doubt, the holders of Series B Preferred Stock shall have such rights as are mandated by Section 242(b)(2) of the DGCL or any other applicable

provision of the DGCL). The protective provisions in this Section 8(c) are limited class-protection rights only, and shall not be construed

to confer upon the holders of Series B Preferred Stock (i) any right to elect, designate or remove any director of the Corporation, (ii)

any veto right, consent right or approval right over any ordinary-course corporate action, transaction or operation of the Corporation,

(iii) any management or governance right, or (iv) any voting power on any matter submitted to the holders of Common Stock or to the stockholders

of the Corporation generally, in each case consistent with Section 3.13 and Section 4.4 of the Merger Agreement.

Section 9. No Redemption; No Sinking Fund.

The Series B Preferred Stock shall not be redeemable

at the option of the Corporation or at the option of any holder thereof, and shall not be subject to any sinking fund. The Corporation

shall have no obligation to repurchase, redeem or otherwise reacquire any Series B Preferred Stock except as expressly provided in Section

10 below (Stop-Transfer; Forfeiture and Cancellation).

Section 10. Stop-Transfer; Forfeiture and Cancellation.

(a) Forfeiture under the Merger Agreement. The

Corporation has the right, pursuant to Article VI of the Merger Agreement (including under Section 6.5 (Sources of Recovery; Set-Off)

and Section 6.9 (Special IP Assignment Clawback)), to forfeit and cancel (i) shares (or fractional interests in shares) of Series B Preferred

Stock then held by the applicable Holder in uncertificated, book-entry form directly on the records of the Corporation or its transfer

agent, and (ii) solely to the extent such Series B Preferred Stock has been converted, any shares of Common Stock issued upon such conversion

that remain held directly on the records of the Corporation or its transfer agent and have not been deposited into The Depository Trust

Company or any nominee, broker, clearing-broker or street-name account, in each case held by the applicable holder, including any Holder,

Transferee, successor, assign, pledgee or beneficial owner. Such forfeiture and cancellation shall be valued, in the case of Series B

Preferred Stock (or any fractional interest therein), at the Stated Value (or pro rata portion thereof) per share (without regard to the

then-current fair market value, trading price or any other valuation), and, in the case of any such Common Stock, at the Conversion Price

then in effect in accordance with Section 10(g) below (as adjusted from time to time pursuant to Section 7(d)), in each case in satisfaction

of indemnification, set-off, clawback or other obligations of the applicable Holder (or its Transferee, successor or assign) under the

Merger Agreement (including under both Section 6.5 and Section 6.9).

(b) Stop-Transfer; Conversion Suspension; Cancellation

upon Required Determination. The Corporation, its transfer agent and its registrar shall give effect to: (i) any stop-transfer order,

suspension of conversion, or refusal to register any Transfer of (A) Series B Preferred Stock (or any fractional interest therein) or

(B) any shares of Common Stock issued upon conversion thereof and held directly on the books of the Corporation or its transfer agent

and not deposited into The Depository Trust Company or any nominee, broker, clearing-broker or street-name account, in each case issued

by the Corporation pursuant to Section 6.5 or Section 6.9 of the Merger Agreement upon written notice from the Corporation; and (ii) any

forfeiture and cancellation of such Series B Preferred Stock (or such Common Stock) by the Corporation, but only upon entry of (1) a Finally

Determined Claim under Section 6.5(a) of the Merger Agreement, (2) an IP Clawback Event under Section 6.9 of the Merger Agreement (and

final determination of the corresponding Clawback Amount), or (3) any other final resolution under the Merger Agreement permitting such

forfeiture and cancellation, in each case without further action, consent, signature, instruction or proceeding by, of or against the

affected holder.

Stock. Any share of Series B Preferred Stock forfeited and cancelled in accordance with this Section 10 and the Merger Agreement shall,

upon such cancellation, be retired and shall not be reissued by the Corporation as Series B Preferred Stock; such share shall thereupon

return to the status of authorized and unissued Preferred Stock and may be reissued by the Corporation in any series or class designated

by the Board of Directors in accordance with the DGCL and the Certificate of Incorporation.

(d) DGCL § 160 Reservation. The Corporation

and each holder of Series B Preferred Stock acknowledge and agree that any forfeiture and cancellation of Series B Preferred Stock or

shares of Common Stock issued upon conversion thereof under this Section 10 is intended as a contractual remedy for breach of the Merger

Agreement (in the nature of liquidated damages and/or specific performance), and not as a corporate redemption or repurchase of stock;

provided, that to the extent any such forfeiture and cancellation is, by operation of law or otherwise, treated as a redemption

or repurchase of stock for purposes of Section 160 of the DGCL, the requirements of Section 160 of the DGCL shall apply, and the Corporation

shall not effect such forfeiture and cancellation if, immediately after giving effect thereto, the capital of the Corporation would be

impaired in violation of Section 160 of the DGCL. The Corporation shall, to the extent permitted by applicable law, take such corporate

action under Sections 160, 243 and/or 244 of the DGCL as may be necessary or advisable to retire such shares and to reduce the capital

of the Corporation, so as to maximize the Corporation’s ability to give effect to such forfeiture and cancellation.

(e) Authorization of Corporation, Transfer Agent

and Registrar. Subject in all respects to Section 10(b) above and to the applicable requirements of the Merger Agreement (including

Sections 6.5 and 6.9 thereof), each holder of Series B Preferred Stock, by virtue of acquiring or holding Series B Preferred Stock, shall

be deemed to have irrevocably authorized and instructed the Corporation, its transfer agent and its registrar to give effect to this Section

10 and to the related provisions of the Merger Agreement, including by placing stop-transfer orders, suspending conversion, refusing to

register transfers, and forfeiting and cancelling Series B Preferred Stock (and Common Stock held directly on the books of the Corporation),

in each case in accordance with Section 10(b). Such authorization is coupled with an interest, is irrevocable, and shall be binding on

each holder’s successors, assigns, transferees, heirs, pledgees, beneficial owners and personal representatives. Any transferee

of any Series B Preferred Stock takes such Series B Preferred Stock subject to this Section 10.

(f) Restricted Book-Entry Treatment of Converted

Common Stock. Until (i) the applicable restrictive legends set forth in Section 11(a) below have been removed in accordance with Section

11(c), and (ii) no stop-transfer order, conversion suspension or other restriction under this Section 10, under Section 6.5 or Section

6.9 of the Merger Agreement, or under any other provision of the Merger Agreement remains applicable to the relevant shares of Common

Stock, all shares of Common Stock issued upon conversion of Series B Preferred Stock shall be issued and maintained in restricted book-entry

form directly on the records of the Corporation or its transfer agent, and shall not be eligible for deposit into The Depository Trust

Company or for placement into any nominee, broker, clearing-broker or street-name account. The Corporation shall instruct its transfer

agent in writing to comply with the foregoing, and may, in its discretion (and after consultation with its transfer agent), maintain a

separate restricted CUSIP number or otherwise establish a clearly segregated book-entry position for such shares. Any purported deposit,

placement or transfer of any such Common Stock in contravention of this Section 10(f) shall be null and void.

(g) Cancellation Valuation of Converted Common

Stock. For purposes of satisfying any Finally Determined Claim, IP Clawback Event (with final determination of the corresponding Clawback

Amount) or other final resolution under the Merger Agreement by cancellation of shares of Common Stock issued upon conversion of Series

B Preferred Stock and held directly on the books of the Corporation or its transfer agent in accordance with Section 6.5(a) of the Merger

Agreement, each such share of Common Stock shall be deemed to have a value equal to the Conversion Price then in effect (as adjusted from

time to time pursuant to Section 7(d) above). The number of shares of Common Stock subject to cancellation under this Section 10 shall

equal (i) the applicable unpaid claim amount, divided by (ii) such deemed per-share value, rounded down to the nearest whole share. Any

unsatisfied remainder shall be recoverable by the Corporation through set-off, direct cash recovery, or any other right or remedy available

under the Merger Agreement or at law or in equity. Cancellation of any whole share of Common Stock under this Section 10 shall not require

any cash payment or any other consideration to the affected holder.

Section 11. Restrictive Legends; DGCL § 202

Notice for Uncertificated Shares.

(a) Restrictive Legends. Each certificate or

book-entry statement representing the Series B Preferred Stock (and any Common Stock issued upon conversion thereof) shall bear conspicuously,

in addition to any other legends required by applicable law or the Corporation’s organizational documents, the following restrictive

legends:

(i) U.S. Securities Act Legend: “THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’),

OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT

TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT

SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.”

(ii) Conversion Gate Legend: “THE

SECURITIES REPRESENTED HEREBY ARE NOT CONVERTIBLE INTO SHARES OF COMMON STOCK OF LUNAI BIOWORKS, INC. (THE ‘CORPORATION’)

UNTIL AND UNLESS THE CORPORATION HAS RECEIVED THE STOCKHOLDER APPROVAL DESCRIBED IN THE CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE

PREFERRED STOCK OF THE CORPORATION. ANY PURPORTED CONVERSION PRIOR TO RECEIPT OF SUCH STOCKHOLDER APPROVAL IS NULL AND VOID.”

(iii) Stop-Transfer / Forfeiture / Cancellation

Legend: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO STOP-TRANSFER ORDERS, CONVERSION SUSPENSION, AND, UPON ENTRY OF A

FINALLY DETERMINED CLAIM, AN IP CLAWBACK EVENT WITH FINAL DETERMINATION OF THE CORRESPONDING CLAWBACK AMOUNT, OR ANY OTHER FINAL RESOLUTION

UNDER THE MERGER AGREEMENT PERMITTING FORFEITURE AND CANCELLATION, FORFEITURE, CANCELLATION AND SET-OFF BY THE CORPORATION IN SATISFACTION

OF INDEMNIFICATION, SET-OFF AND CLAWBACK OBLIGATIONS UNDER ARTICLE VI (INCLUDING SECTIONS 6.5 AND 6.9) OF AN AGREEMENT AND PLAN OF MERGER

DATED AS OF APRIL 27, 2026, A COPY OF WHICH IS AVAILABLE FROM THE CORPORATION UPON REQUEST. ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT

TO SUCH STOP-TRANSFER, FORFEITURE, CANCELLATION AND SET-OFF RIGHTS, WHICH ARE COUPLED WITH AN INTEREST AND IRREVOCABLE.”

(iv) Transfer Restriction Legend: “THE

SECURITIES REPRESENTED HEREBY ARE SUBJECT TO TRANSFER, FORFEITURE AND CANCELLATION RESTRICTIONS SET FORTH IN AN AGREEMENT AND PLAN OF

MERGER DATED AS OF APRIL 27, 2026 AND IN THE CERTIFICATE OF DESIGNATION OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF THE CORPORATION.”

(v) Pelerin Canadian (NI 45-102) Legend

(only on certificates or book-entry statements representing Series B Preferred Stock issued to Pelerin Therapeutics Inc., or shares

of Common Stock issued upon conversion thereof): “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY

MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATER OF (I) THE ORIGINAL ISSUE DATE OF

THIS SECURITY (AS DEFINED IN THE CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK OF THE CORPORATION), AND (II) THE

DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.”

(b) DGCL § 202 Notice for Uncertificated Shares.

With respect to any Series B Preferred Stock (or Common Stock issued upon conversion thereof) issued in uncertificated form, the Corporation

shall, in accordance with Section 202 of the DGCL, deliver to the holder a written notice containing the substance of the restrictive

legends set forth in subsection (a) above, as required by Section 151(f) of the DGCL. The transfer restrictions, conversion restrictions

and forfeiture and cancellation rights set forth in this Certificate of Designation and in the Merger Agreement shall be enforceable against

the holder and any transferee with notice thereof, and the Corporation shall maintain the foregoing notice on file for inspection by any

holder upon request.

at the request of a holder and upon receipt of evidence reasonably satisfactory to the Corporation (which may include a customary legal

opinion of counsel reasonably acceptable to the Corporation) that the restrictions reflected in any of the foregoing legends are no longer

required (whether because the relevant restriction period has expired, the relevant securities are no longer subject to such restriction,

or otherwise), remove or cause the removal of such legend.

Section 12. No Reissuance of Forfeited or Reacquired

Shares.

Any shares of Series B Preferred Stock forfeited and

cancelled in accordance with Section 10, and any shares of Series B Preferred Stock that are otherwise reacquired by the Corporation in

any manner, shall, upon such forfeiture, cancellation or reacquisition, return to the status of authorized but unissued Preferred Stock,

and shall not be reissued by the Corporation as Series B Preferred Stock; such shares may be reissued by the Corporation in any series

or class designated by the Board of Directors in accordance with the DGCL and the Certificate of Incorporation.

Section 13. Notices.

Any notice required or permitted to be given to a

holder of Series B Preferred Stock under this Certificate of Designation shall be in writing and shall be given to such holder at the

address set forth in the Corporation’s stock records (or, if the holder has provided the Corporation with an electronic mailing

address, at such electronic mailing address), in accordance with the notice provisions of the Merger Agreement.

Section 14. Amendment.

This Certificate of Designation may be amended in

accordance with the DGCL; provided, that the affirmative vote or written consent of the holders of a majority of the outstanding

Series B Preferred Stock (calculated based on the aggregate Stated Value of all shares and fractional interests then outstanding), voting

separately as a single class, shall be required for any amendment that adversely affects the powers, preferences, privileges or rights

of the Series B Preferred Stock as such. Notwithstanding the foregoing, no vote or consent of the holders of the Series B Preferred Stock

shall be required for (a) any certificate of elimination or other instrument retiring shares of Series B Preferred Stock following their

forfeiture, cancellation or other reacquisition by the Corporation, (b) the correction of any ministerial, typographical, scrivener’s

or similar error, (c) any amendment that does not adversely affect the powers, preferences, privileges or rights of the Series B Preferred

Stock as such, or (d) any amendment adopted at a time when no shares of Series B Preferred Stock remain outstanding. The Corporation shall

give effect to any amendment of this Certificate of Designation by filing an amended certificate of designation (or, as applicable, a

certificate of elimination or correction) with the Secretary of State of the State of Delaware.

Section 15. Severability.

If any provision of this Certificate of Designation

is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and such provision shall

be reformed to the minimum extent necessary to render it enforceable while preserving its intent.

Section 16. Governing Law.

This Certificate of Designation shall be governed

by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to any conflict-of-laws principle

that would result in the application of the laws of any other jurisdiction.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused

this Certificate of Designation to be duly executed by an authorized officer of the Corporation as of May 1, 2026.

LUNAI BIOWORKS, INC.

By: /s/ David Weinstein

Name: David Weinstein

Title: Chief Executive Officer

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration