U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-38758

Lunai Bioworks Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-2259340
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

3400 Cottage Way, Suite G2 #32562 Sacramento, CA		95825
(Address of principal executive offices)		(Zip Code)

+1(424) 222-9301

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of Each Class		Trading Symbol		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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 15, 2026, the number of shares of the registrant’s Common Stock outstanding was 36,271,119.

LUNAI BIOWORKS INC. AND SUBSIDIARIES

- INDEX -

		Page
PART I – FINANCIAL INFORMATION:		1

Item 1.	Financial Statements (Unaudited):	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and June 30, 2025	2

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2026, and 2025 (Unaudited)	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended March 31, 2026, and 2025 (Unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Months Ended March 31, 2026, and 2025 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026, and 2025 (Unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

PART II – OTHER INFORMATION:		36

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

Signatures		41

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended March 31, 2026, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission on September 29, 2025.

LUNAI BIOWORKS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,			June 30,
	2026			2025
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	3,155,272		$	92,700
Investment in equity securities		—			387,851
Prepaids and other assets		577,378			566,081
Total Current Assets		3,732,650			1,046,632

Property and equipment, net		12,956			367,843

OTHER ASSETS
Definite life intangible assets, net		—			14,994
Software platform, net		115,027			143,000
Trademarks, net		4,088			8,000
Goodwill		5,963,000			5,963,000
Deposits and other assets		32,819			—
Operating lease right-of-use assets		—			687,371
Total Other Assets		6,114,934			6,816,365

TOTAL ASSETS	$	9,860,540		$	8,230,840
LIABILITIES

CURRENT LIABILITIES:
Accounts payable – trade	$	12,675,219		$	12,555,839
Accrued expenses		4,912,750			5,843,069
Other current liabilities		364,632			378,282
Contingent consideration liability		50,000			630,000
Convertible notes payable		120,000			245,000
Current portion of operating lease liabilities		288,390			313,047
Notes payable, net		—			3,580,525
Notes payable – related parties, net		871,661			5,610,372
Total Current Liabilities		19,282,652			29,156,134

NON-CURRENT LIABILITIES:
Operating lease liabilities, net of current portion		131,316			424,547
Total Non-Current Liabilities		131,316			424,547
Total Liabilities		19,413,968			29,580,681

STOCKHOLDERS’ DEFICIT

Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, par value $0.0001, 350,000,000 shares authorized, 35,772,800 shares issued and outstanding at March 31, 2026; 17,739,291 shares issued and outstanding at June 30, 2025		3,577			1,774
Additional paid-in capital		502,613,040			478,296,113
Accumulated deficit		(512,014,347	)		(510,462,570	)
Accumulated other comprehensive (loss)		(155,698	)		10,814,842
Total Stockholders’ Deficit		(9,553,428	)		(21,349,841	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	9,860,540		$	8,230,840

See accompanying notes to the unaudited condensed consolidated financial statements.

LUNAI BIOWORKS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2026			2025			2026			2025

Service Revenue	$	20,942		$	—		$	20,942		$	—

Cost of Goods Sold	$	—		$	—		$	—		$	—

Gross profit (Loss)	$	20,942		$	—		$	20,942		$	—

Operating Expenses
General and administrative	$	1,421,255		$	4,224,590		$	5,597,980		$	13,878,963
Research and development		15,946			(94,073	)		86,226			457,200
Goodwill impairment		—			—			—			47,614,729
Long-lived asset impairment		—			—			831,915			—
Depreciation and amortization		11,001			31,975			63,855			90,727
Total Operating Expenses		1,448,202			4,162,492			6,579,977			62,047,361

LOSS FROM OPERATIONS		(1,477,260	)		(4,162,492	)		(6,559,034	)		(62,047,361	)

Other Income (Expenses)

Change in fair value of contingent consideration		70,000			4,330,000			580,000			10,990,000
Loss on extinguishment of debt		(1,086,116	)		—			(7,415,708	)		—
Change in fair value of equity securities		—			210,281			156,849			210,281
Gain on bankruptcy of subsidiary		—			—			12,019,227			—
Interest expense		(108,052	)		(188,685	)		(351,960	)		(537,656	)
Interest and other income (expense)		(19,966	)		72			18,849			109,483
Total Other Income (Expense)		(1,144,134	)		4,351,688			5,007,257			10,772,108

NET INCOME (LOSS)	$	(2,571,394	)	$	189,176		$	(1,551,778	)	$	(51,275,253	)

BASIC INCOME (LOSS) PER SHARE	$	(0.10	)		(0.00	)	$	(0.07	)	$	(3.18	)

DILUTED INCOME (LOSS) PER SHARE	$	(0.10	)		(0.00	)	$	(0.07	)	$	(3.18

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC		24,994,200			16,233,457			23,742,675			16,137,745

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - DILUTED		24,994,200			16,393,047			23,742,675			16,137,745

See accompanying notes to the unaudited condensed consolidated financial statements.

LUNAI BIOWORKS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	For the Three Months Ended					For the Nine Months Ended
	March 31,					March 31,
	2026			2025		2026			2025

Net Income (Loss)	$	(2,571,394	)	$	189,176	$	(1,551,778	)	$	(51,275,253	)
Other Comprehensive Income (Loss)
Foreign Currency Translation, net of taxes		(16,675	)		4,623,214		(10,970,540	)		946,457

Comprehensive Income (Loss)	$	(2,588,069	)	$	4,812,390	$	(12,522,318	)	$	(50,328,796	)

See accompanying notes to the unaudited condensed consolidated financial statements.

LUNAI BIOWORKS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)


	# of Shares			Common Shares			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
June 30, 2024		15,845,264		$	1,585		$	464,601,486	$	(332,455,081	)	$	(170,846	)	$	131,977,144
Issuance of common stock under private placement offering		142,346			14			2,096,166		—			—			2,096,180
Restricted shares issued for services rendered		200,000			20			1,399,980		—			—			1,400,000
Forfeited shares of common stock		(83,333	)		(8	)		8		—			—			—
Stock-based compensation		—			—			357,648		—			—			357,648
Net loss		—			—			—		(44,212,036	)		—			(44,212,036	)
Foreign currency translation adjustment		—			—			—		—			6,468,061			6,468,061

September 30, 2024		16,104,277		$	1,611		$	468,455,288	$	(376,667,117	)	$	6,297,215		$	98,086,997
Issuance of common stock under private placement offering		19,014			2			279,998		—			—			280,000
Restricted shares issued for services rendered		66,000			7			393,393		—			—			393,400
Restricted shares issued for executive compensation		25,000			3			137,497		—			—			137,500
Stock-based compensation		—			—			558,631		—			—			558,631
Net loss		—			—			—		(7,252,394	)		—			(7,252,394	)
Foreign currency translation adjustment		—			—			—		—			(10,144,818	)		(10,144,818	)

December 31, 2024		16,214,291		$	1,623		$	469,824,807	$	(383,919,511	)	$	(3,847,603	)	$	82,059,316
Restricted shares issued for executive compensation		25,000			3			15,919		—			—			15,922
Stock-based compensation		—			—			1,499,199		—			—			1,499,199
Net Income		—			—			—		189,176			—			189,176
Foreign currency translation adjustment		—			—			—		—			4,623,214			4,623,214

March 31, 2025		16,239,291		$	1,626		$	471,339,925	$	(383,730,335	)	$	775,611		$	88,386,827

	# of Shares			Common Shares			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
June 30, 2025		17,739,291		$	1,774		$	478,296,113	$	(510,462,570	)	$	10,814,842		$	(21,349,841	)
Issuance of common stock pursuant to conversion of convertible notes		5,355,809			536			16,066,892		—			—			16,067,428
Issuance of common stock pursuant to settlement of accounts payable		85,147			8			184,301		—			—			184,309
Stock-based compensation		—			—			181,312		—			—			181,312
Shares added for fractional shares pursuant to reverse stock split		30			—			—		—			—			—
Net income		—			—			—		2,819,021			—			2,819,021
Foreign currency translation adjustment		—			—			—		—			(10,943,003	)		(10,943,003	)

September 30, 2025		23,180,277		$	2,318		$	494,728,618	$	(507,643,549	)	$	(128,161	)	$	(13,040,774	)
Restricted shares issued for services rendered		40,000			4			40,676		—			—			40,680
Issuance of common stock pursuant to settlement		237,500			24			227,976		—			—			228,000
Issuance of common stock under private placement offering		750,000			75			749,925		—			—			750,000
Issuance of common stock pursuant to conversion of convertible notes		4,579			1			154,752		—			—			154,753
Forfeited shares of common stock		(25,000	)		(3	)		3		—			—			—
Stock-based compensation		—			—			128,819		—			—			128,819
Net loss		—			—			—		(1,799,404	)		—			(1,799,404	)
Foreign currency translation adjustment		—			—			—		—			(10,862	)		(10,862	)

December 31, 2025		24,187,356		$	2,419		$	496,030,769	$	(509,442,953	)	$	(139,023	)	$	(13,548,788	)
Issuance of common stock pursuant to conversion of convertible notes		3,909,293			391			1,914,495		—			—			1,914,886
Issuance of common stock under ATM offering		7,676,151			768			4,498,783		—			—			4,499,551
Stock-based compensation		—			—			168,993		—			—			168,993
Net loss		—			—			—		(2,571,394	)		—			(2,571,394	)
Foreign currency translation adjustment		—			—			—		—			(16,675	)		(16,675	)
March 31, 2026		35,772,800		$	3,577		$	502,613,040	$	(512,014,347	)	$	(155,698	)	$	(9,553,428	)

See accompanying notes to the unaudited condensed consolidated financial statements.

LUNAI BIOWORKS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


	For the Nine Months Ended
	March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,551,778	)	$	(51,275,253	)

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation and amortization		72,339			96,469
Loss on extinguishment of debt		7,415,708			—
Change in value of contingent consideration		(580,000	)		(10,990,000	)
Change in value of equity securities		(156,849	)		(210,281	)
Stock-based compensation expense		479,124			2,415,478
Restricted shares for services rendered		268,679			1,946,844
Gain on bankruptcy of subsidiary		(12,019,227	)		—
Long-lived asset impairment		831,915			—
Goodwill impairment		—			47,614,729
Gain on settlement of accounts payable		(22,327	)		—
Amortization of discount of notes payable		80,000			32,024
Changes in assets and liabilities:
Other receivables		(70,236	)		986,870
Prepaid expenses/deposits		(39,911	)		744,557
Accounts payable		1,417,035			2,277,375
Accrued expenses		305,328			379,468
Other current liabilities		263,422			(68,437	)
Operating leases, net		(140,401	)		(13,354	)
NET CASH USED IN OPERATING ACTIVITIES		(3,447,179	)		(6,063,511	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of equitable securities		544,700			(1,464,389	)
Purchase of property and equipment		(1,238	)		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		543,462			(1,464,389	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of finance agreement		(575,681	)		(699,588	)
Proceeds from private placement		750,000			2,376,181
Proceeds from ATM Offering, net of issuance costs		4,499,551			—
Proceeds from subscription payable		—			3,000,000
Proceeds from notes payable		2,323,000			3,527,822
Repayment of Notes Payable		(1,000,001	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		5,996,869			8,204,415
					—
Effect of exchange rates on cash		(30,580	)		26,020

NET CHANGE IN CASH		3,062,572			702,535

CASH, BEGINNING OF PERIOD		92,700			220,467

CASH, END OF PERIOD	$	3,155,272		$	923,002

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	137,300		$	15,995

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Finance agreement entered into in exchange for prepaid assets	$	608,075		$	1,018,930
Conversion of convertible note payable for issuance of common stock	$	10,721,153		$	—
Debt discount related to convertible promissory notes	$	—		$	24,954
Cancellation of stock options	$	127,032		$	—
Cancellation of restricted stock awards	$	36,973		$	83

See accompanying notes to the unaudited condensed consolidated financial statements.

LUNAI BIOWORKS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business – On August 20, 2025, the Company changed its corporate name from Renovaro Inc. to Lunai Bioworks Inc. (“Lunai”). On April 8, 2025, Lunai Bioworks Inc. acquired BioSymetrics, Inc. and its subsidiary (“BioSymetrics, Corp.”), as a wholly owned subsidiary pursuant to a stock purchase agreement. On February 13, 2024, the Company changed its corporate name from Renovaro Biosciences Inc. to Renovaro Inc. (“Renovaro”, and together with its subsidiaries, the “Company”, “we” or “us”) and acquired GEDi Cube Intl Ltd and its subsidiaries GediCube B.V. and Grace Systems B.V. (“Renovaro Cube”), as a wholly owned subsidiary pursuant to a stock purchase agreement. On September 2, 2025, the Court of Amsterdam declared bankrupt Gedi Cube B.V. In August 2023, the Company changed its corporate name from Enochian Biosciences Inc. to Renovaro Biosciences Inc. The Company is an AI-driven platform for precision medicine, diagnostics, and biodefense. Its proprietary technologies transform complex biomedical data into predictive insights, enabling faster discovery, greater accuracy, and strategic partnerships across the life sciences and government sectors.

Basis of Presentation – The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2026, and 2025 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2025 audited financial statements. The results of operations for the period ended March 31, 2026 are not necessarily indicative of the operating results for the full year.

Consolidation – For the three and nine months ended March 31, 2026, and 2025, the condensed consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All material inter-company transactions and accounts have been eliminated in the consolidation.

Bankruptcy - The Company accounts for bankruptcy under ASC 810, Consolidation. On September 2, 2025, the Court of Amsterdam declared bankrupt Gedi Cube B.V. (“Gedi”), an indirect subsidiary of Lunai Bioworks, Inc. As of the nine months ended March 31, 2026 the Company deconsolidated Gedi Cube B.V., derecognizing its net liabilities and releasing the cumulative translation adjustment balance to earnings. The bankruptcy resulted in a gain of $12,019,227 during the nine months ended March 31, 2026.

Accounting Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value of assets acquired in a business acquisition, contingent consideration, and equity instruments issued for goods or services.

Loss Per Share –Basic earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of Common Stock. Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options and warrants that have been granted but have not been exercised and shares issuable upon conversion of convertible common stock and convertible notes. The Company had 902,211 and 1,285,039 potential shares of Common Stock excluded from the Diluted EPS calculation as of March 31, 2026, and 2025, respectively.

Functional Currency & Foreign Currency Translation – The functional currency of Renovaro Denmark is the Danish Kroner (“DKK”) and the functional currency of Renovaro Cube is the Euro (“EUR”) and the functional currency of BioSymetrics Corp. is Canadian Dollar (“CAD”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods ended March 31, 2026, and 2025. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

Investment in Equity Securities – The Company accounts for investments in equity securities in accordance with ASC 321, Investments—Equity Securities. Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in net income or loss. Equity securities without readily determinable fair values are measured at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company evaluates such investments at each reporting period for impairment or other observable transactions that would require adjustment. On February 28, 2025, the Company purchased $500,000 of equity securities. During the period ended March 31, 2026, the Company recorded a change in fair value of equity securities for $156,849 and sold the securities for $544,700. The investment in equity securities balance at March 31, 2026, was zero.

New Accounting Pronouncements Not Yet Adopted - Recent accounting pronouncements issued by the FASB that have not yet been adopted by the Company are not expected to have a material impact on the Company’s present or future consolidated financial statements.

Revenue Recognition - The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

During the three months ended March 31, 2026, the Company, through its wholly owned subsidiary BioSymetrics Corporation (Canada), entered into a research services agreement with Kapoose Creek Bio (the “Customer”) for total fixed consideration of $172,000 over an 18-month service period. The Company identified a single performance obligation, consisting of research services to be provided to the Customer over the contract term. Because the Customer simultaneously receives and consumes the benefits of the Company’s performance as the services are rendered, the performance obligation is satisfied over time in accordance with ASC 606-10-25-27(a). The Company recognizes revenue ratably on a daily basis over the 18-month service period. Management determined that this time-based measure of progress provides a faithful depiction of the transfer of services to the Customer because the services are provided continuously over the contract term, the Customer benefits from the services evenly throughout the period, and there are no milestones, deliverables, or other indicators that would suggest an uneven transfer of value. The contract is denominated in Canadian dollars; revenue is translated into U.S. dollars at the average exchange rate for the period, and any related contract balances are remeasured at the period-end spot rate, with translation adjustments recorded in accumulated other comprehensive income.

All revenue recognized during the period was generated from a single customer under a single research services contract.

For the three and nine months ended March 31, 2026, the Company recognized revenue of $20,942 under this arrangement. As of March 31, 2026, the Company had a contract liability (deferred revenue) of $61,374, representing consideration received or receivable in advance of services being performed, which will be recognized as revenue over the remaining service period and is included within other current liabilities on the balance sheet.

NOTE 2 — GOING CONCERN

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. As of March 31, 2026, the Company had cash and cash equivalents of $3,155,272, an accumulated deficit of $512,014,347 and a working capital deficit of $15,550,002. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Management has reduced overhead and administrative costs by streamlining the organization to focus around the development, validation, and commercialization of its AI-driven neurology and oncology diagnostics and therapeutic development platform. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Funding that we may receive during the fiscal year 2026 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization of our products, to conduct the clinical and regulatory work to develop our product candidates, and to begin building working capital reserves.

NOTE 3 — FAIR VALUE MEASUREMENTS

The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

●

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

●

Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

●

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

There were no Level 1, 2 or 3 assets, nor any Level 1 or 2 liabilities as of March 31, 2026.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, lease obligations and notes payable approximate their recorded values due to their short-term maturities.

Level 3 liabilities held as of March 31, 2026, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro Cube, (the “Acquisition”). As consideration for the Acquisition, the stockholders of Renovaro Cube received (i) 7,083,418 shares of Common Stock, and (ii) the right to receive up to 1,189,954 contingent shares pro rata upon the exercise of convertible notes, options, and warrants, which were outstanding at closing. The contingent consideration liability was recorded at fair value of $20,557,500 at the time of the Acquisition and is subsequently remeasured to fair value at the end of each reporting period. As of March 31, 2026, there were 254,621 contingent shares issuable in connection with the Acquisition.

The fair value of the contingent consideration liability is estimated using a Black-Scholes option-pricing model and a Monte-Carlo option pricing model. The key inputs to the model are all contractual or observable with the exception being volatility, which is computed based on the volatility of the Company’s underlying stock. The key inputs to valuing the contingent consideration liability as of March 31, 2026, were:


Schedule of key input to valuing the contingent consideration liability
Stock Price	$	0.41
Exercise Price		$5.30 - $19.20
Volatility		130.2% - 160.6%
Risk Free Rate		3.41% - 3.82%
Expected Dividends		0	%
Expected Term (years)		1.95 – 6.56

The following table sets forth the Level 3 liability at March 31, 2026, which is recorded on the consolidated balance sheet at fair value on a recurring basis. As required, this liability is classified based on the lowest level of input that is significant to the fair value measurement:


	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets Inputs		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)

The roll forward of the contingent consideration liability is as follows:
Balance June 30, 2025		—		—	$	630,000
Fair value adjustment		—		—		(580,000	)
Contingent Consideration Liability at March 31, 2026		—		—	$	50,000

NOTE 4 — INTANGIBLE ASSETS AND GOODWILL

On April 8, 2025, the Company acquired Biosymetrics, Inc. as a wholly owned subsidiary pursuant to a stock purchase agreement. As part of the acquisition of Biosymetrics, Inc., the Company acquired goodwill valued at $5,963,000, software valued at $143,000 and Trademark valued at $8,000.

At March 31, 2026 and June 30, 2025, definite-life and indefinite-life intangible assets consisted of the following:


	Useful Life	June 30, 2025			Additions		Amortization			Imp[airment		Effect of Currency Translation			March 31, 2026
Definite Life Intangible Assets
Software Platform	5 Years	$	143,000			—		—			—	$	—		$	143,000
Trademark	2 Years	$	8,000			—		—			—	$	—		$	8,000
Patents	20 Years	$	313,010			—		—			—	$	(7,118	)	$	305,892
Less Accumulated Amortization - Software		$	—			—	$	(27,973	)		—	$	—		$	(27,973	)
Less Accumulated Amortization - Trademark		$	—			—	$	(3,912	)		—	$	—		$	(3,912	)
Less Accumulated Amortization - Patents		$	(298,016	)		—		(11,728	)		—	$	3,852		$	(305,892	)
Net Definite-Life Intangible Assets		$	165,994		$	—	$	(43,614	)	$	—	$	(3,266	)	$	119,115

Goodwill		$	5,963,000			—		—			—	$	—		$	5,963,000
Total Goodwill		$	5,963,000		$	—	$	—		$	—	$	—		$	5,963,000

Expected future amortization expense is as follows:

Schedule of future amortization expense
Years ended June 30,
2026	$	23,823
2027		23,823
2028		23,823
2029		23,823
Thereafter		23,822
Total	$	119,115

NOTE 5 — DEBT

Convertible Notes Payable —

The January 2024 Note — On January 12, 2024, the Company entered into Subscription Agreements with an investor to issue a Convertible Promissory Note for an aggregate principal amount of $125,000 (the “January 2024 Note”). The Company received a total of $125,000 in gross proceeds. The January 2024 Note bears an interest rate of 12% per annum and matured on December 29, 2024. The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the issue date prior to the maturity of the January 2024 Note. The January 2024 Note is convertible either at the option of the holder or automatically upon maturity into shares of the Company’s Common Stock at the Note Conversion Price of $33.80.

On September 18, 2025, the Company entered into the First Amendment to Convertible Promissory Note whereby the January 2024 Note that matured on December 29, 2024, was amended extending the Maturity Date in the second paragraph of the Note from December 29, 2024 to December 29, 2025. Accordingly, the Note unless otherwise amended, replaced, or otherwise altered by this First Amendment, any and all terms contained in the Note continue in full force and effect. On December 29, 2025 the Note was fully converted for principal and interest in the amount of $154,753 for 4,579 shares of Common Stock automatically upon maturity at the Note Conversion Price of $33.80.

December 2023 Notes — On December 20, 2023, the Company entered into Subscription Agreements to purchase Convertible Promissory Notes for an aggregate principal amount of $120,000 (the “December 2023 Notes”). The Company received a total of $120,000 from the private placement between December 2023 and January 2024. The December 2023 Notes bear an interest rate of 12% per annum and matured one year after their respective dates of issuance (the “Maturity Date”). The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the issue date prior to the maturity of the December 2023 Notes.

The December 2023 Notes balance at March 31, 2026, was $120,000.

Notes Payable —

From February 12, 2026, to March 17, 2026, the Company issued Promissory Notes in the aggregate principal amount of $308,000. The Notes bear an interest rate of 10% per annum and mature on June 30, 2026, (the “Maturity Date”). The Company is required to pay principal and interest on the Maturity Date. This note was converted to equity as of March 24, 2026. See March 24, 2026 Debt Exchange Agreement disclosure listed below.

From February 23, 2026, to March 9, 2026, the Company issued Promissory Notes in the aggregate principal amount of $200,000. The Notes bear an interest rate of 10% per annum and mature on June 30, 2026, (the “Maturity Date”). The Company is required to pay principal and interest on the Maturity Date. The notes balance at March 31, 2026, was $200,000.

On December 15, 2025, the Company issued a Promissory Note in the aggregate principal amount of $200,000. The Note bears an interest rate of 10% per annum and matures on June 30, 2026, (the “Maturity Date”). The Company is required to pay principal and interest on the Maturity Date. This note was converted to equity as of March 24, 2026. See March 24, 2026 Debt Exchange Agreement disclosure listed below.

On August 18, 2025, the Company issued Promissory Notes in the aggregate principal amount of $1,000,000 incurring $80,000 of placement costs. The Notes bear an interest rate of 18% per annum and mature on the 6-month anniversary of the Issue Date, (the “Maturity Date”). The Company is required to pay principal and interest on the Maturity Date. These notes were paid in full on March 26, 2026 with total principal of $1,000,000 and interest of $108,494.

From July 3, 2025, to August 19, 2025, the Company issued Promissory Notes in the aggregate principal amount of $695,000. The Notes bear an interest rate of 10% per annum and mature on June 30, 2026, (the “Maturity Date”). The Company is required to pay principal and interest on the Maturity Date. The notes balance at March 31, 2026, was $400,000. Note balance of $295,000 was converted to equity as of March 24,2026. See March 24, 2026 Debt Exchange Agreement disclosure listed below.

On July 7, 2025, Lunai Bioworks Inc. (“Lunai”) entered into an Exchange Agreement (the “Exchange Agreement”) with certain accredited investors (the “Investors”), all of whom are existing shareholders of the Company. Pursuant to the Exchange Agreement, the Investors agreed to exchange an aggregate of $9.7 million in outstanding secured promissory notes (the “Secured Notes”) for $16.1 million in new convertible promissory notes (the “Convertible Notes”), representing a 65% premium to the principal and interest amount of the Secured Notes. The Convertible Notes mature on July 31, 2025, and do not bear any interest. The exchange resulted in a $6,329,592 loss on extinguishment of debt.

Immediately following the issuance of the Convertible Notes on July 7, 2025, the Investors elected to convert the entire $16.1 million principal amount into an aggregate of 5.36 million shares of common stock (the “Conversion Shares”), based on the stated $3.00 per share conversion price. The $3.00 (on a post reverse split basis) per share conversion price of the Convertible Notes represented a premium to the closing price of the Company’s common stock on July 7, 2025, the date of execution and conversion. As a result, the issuance of the 5.36 million shares of common stock upon conversion of the Convertible Notes did not constitute a “below market” issuance under applicable Nasdaq listing rules and did not trigger stockholder approval requirements under Nasdaq Listing Rule 5635(d). The shares were issued without any additional consideration from the Investors.

On March 24, 2026, Lunai Bioworks, Inc. (the “Company”) entered into separate debt exchange agreements (collectively, the “Debt Exchange Agreements”) with three of the Company’s holders (each a “Holder”) of secured promissory notes (the “Investor Notes”). Pursuant to the Debt Exchange Agreements, the Holders agreed to cancel and extinguish an aggregate of $828,770 of outstanding principal and accrued interest owed under the Investor Notes in exchange for an aggregate of 3,909,293 shares of the Company’s common stock, par value $0.0001 per share (the “Exchange Shares”), and common stock purchase warrants to acquire an aggregate of 1,433,621 additional shares of common stock (the “Warrants”). The company valued the shares using the stock price on March 24, 2026 of $0.365 totaling $1,426,892 and the warrants at $0.3404 totaling $487,994 and recorded a loss on extinguishment of $1,086,116.

The Exchange Shares are issuable at an implied exchange price of $0.21 per share. Each Warrant will be immediately exercisable for one share of common stock at an exercise price of $0.21 per share and will expire on March 24, 2036.

At the closing, the Company cancelled the applicable Investor Notes and released the related security interests under that certain Amended and Restated Security Agreement dated January 2, 2024, as amended.

Bridge Loans — From June 4, 2025 to June 14, 2025, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”) and Laksya Ventures Inc. to issue Promissory Notes for the principal amount of $1,725,000 to each note holder. The Company received $3,450,000 in gross proceeds. The notes bear an interest rate of 10% per annum and mature on December 31, 2025. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory notes. The exchange resulted in a $2,262,774 loss on extinguishment of debt. Immediately following the issuance of the convertible notes on July 7, 2025, the investors elected to convert the entire note balance for shares of common stock. The notes balance at March 31, 2026 was zero with Paseco ApS and Laksya Ventures Inc.

From October 21, 2024 to January 24, 2025, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue Promissory Notes for the principal amount of $2,650,000. The Company received $2,650,000 in gross proceeds. The notes bear an interest rate of 10% per annum and mature from December 31, 2024 to December 31, 2025. Approximately $700,000 matured on December 31, 2024, $900,000 matured on December 31, 2025 and $1,050,000 matured on January 31, 2025. On February 24, 2025, Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory notes. The exchange resulted in a $1,821,843 loss on extinguishment of debt. Immediately following the issuance of the convertible notes on July 7, 2025, the investors elected to convert the entire note balance for shares of common stock. The note balance at March 31, 2026, was zero with Paseco ApS and Laksya Ventures Inc.

From November 12, 2024 to December 3, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue Promissory Notes for the principal amount of €450,000. The note bears an interest rate of 10% per annum and matures on December 1, 2025. On February 24, 2025 Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory notes. The exchange resulted in a $364,303 loss on extinguishment of debt. Immediately following the issuance of the convertible notes on July 7, 2025, the investors elected to convert the entire note balance for shares of common stock. The note balance at March 31, 2026 was approximately zero with Paseco ApS and Laksya Ventures Inc.

On November 1, 2024, Renovaro Cube entered into an agreement with Yalla Yalla Limited, an investor, to issue a Promissory Note for the amount of approximately €225,000. The note bears an interest rate of 10% per annum and matured on February 24, 2025. The note balance at March 31, 2026 was approximately $270,000.

On September 16, 2024, the Company entered into an agreement with RS Bio ApS, a Danish entity controlled by a shareholder (“RS Bio”), to issue a Promissory Note for the principal amount of $100,000 (the “September 2024 Note”). The Company received $100,000 in gross proceeds. The note bears an interest rate of 12% per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $71,112 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance at March 31, 2026 was zero.

On September 6, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue a Promissory Note for the principal amount of €50,000. The note bears an interest rate of 12% per annum and matures on September 9, 2025. On February 24, 2025 Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $41,319 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance at March 31, 2026 was zero with Paseco ApS and Laksya Ventures Inc.

On February 5, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $105,263 (the “February 2024 Note”). The Company received $100,000 in gross proceeds after taking into account the 5% original issue discount. The note bears an interest rate of 12% per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $80,343 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance, net of discount at March 31, 2026 was zero.

On January 2, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $526,315. The Company received a total of $500,000 in gross proceeds after taking into account the 5% original issue discount. The note bears an interest rate of 12% per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $401,715 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance, net of discount at March 31, 2026 was zero.

On November 3, 2023, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Promissory Note for the principal amount of $1,000,000. The Company received a total of $950,000 in gross proceeds after taking into account the 5% original issue discount. The discount of $50,000 will be accreted over the life of the note. The note bears an interest rate of 12% per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $591,198 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance, net of discount at March 31, 2026 was zero.

Promissory Note — On March 30, 2020 (the “Issuance Date”), the Company issued a Promissory Note in the principal amount of $5,000,000 (the “Promissory Note”) to Paseco ApS. There have been eight amendments to the Promissory Note since the issuance date, the most recent of which is dated August 1, 2024. The principal amount of the Promissory Note, as amended, was payable on November 1, 2024 (the “Maturity Date”). The Promissory Note, as amended, bears interest at a fixed rate of 12% per annum. On February 24, 2025 Paseco ApS assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $694,985 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The Promissory Note balance at March 31, 2026 was zero.

The Company’s obligations under the referenced Promissory and Bridge Notes, except for those originally entered into by Renovaro Cube, are secured by a Security Agreement. To secure the Company’s obligations under the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) for the benefit of Paseco ApS, Rene Sindlev and Laksya Ventures. Upon an Event of Default (as defined in the notes, respectively) Paseco ApS, Rene Sindlev and Laksya Ventures may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease, or dispose of the Collateral. As of March 31, 2026, Rene Sindleve remains the only Holder with lien rights.

NOTE 6 — STOCKHOLDERS’ EQUITY

Common Stock Issuances

During the period from March 17, 2026 through March 26, 2026, the Company sold an aggregate of 7,676,151 shares of its common stock pursuant to its At-The-Market Offering Agreement (the “ATM Program”). Net proceeds to the Company from such sales, after deducting commissions and offering expenses, were approximately $4,499,551. The Company intends to use the net proceeds from the ATM Program for working capital and general corporate purposes.

On July 7, 2025, Lunai Bioworks Inc. (“Lunai”) entered into an Exchange Agreement (the “Exchange Agreement”) with certain accredited investors (the “Investors”), all of whom are existing shareholders of the Company. Pursuant to the Exchange Agreement, the Investors agreed to exchange an aggregate of $9.7 million in outstanding secured promissory notes (the “Secured Notes”) for $16.1 million in new convertible promissory notes (the “Convertible Notes”), representing a 65% premium to the principal and interest amount of the Secured Notes. The Convertible Notes mature on July 31, 2025, and do not bear any interest. The exchange was completed to restructure the Company’s debt obligations and provide additional flexibility to support strategic initiatives.

On July 25, 2025, the Company issued 5,500 shares of Common Stock for settlement of accounts payable valued at $17,050.

On September 5, 2025, the Company issued 79,647 shares of Common Stock for settlement of accounts payable valued at $167,259.

On September 18, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 12:01 a.m. (New York time) on September 29, 2025 (the “Reverse Stock Split”). All shares and the respective per-share amounts have been retroactively restated to reflect the reverse split. The Common Stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on September 30, 2025.

On October 17, 2025, the Company issued 20,000 shares of Common Stock for consulting services valued at $24,000.

On October 29, 2025, the Company issued 237,500 shares of Common Stock pursuant to a settlement agreement valued at $228,000.

On October 30, 2025, the Company cancelled 25,000 shares of Common Stock upon termination, previously issued to the former Chief Executive Officer of Renovaro Cube valued at $177,500.

On November 4, 2025, the Company issued 20,000 shares of Common Stock for consulting services valued at $16,680.

On December 29, 2025 a convertible note outstanding was fully converted for principal and interest in the amount of $154,753 for 4,579 shares of Common Stock automatically upon maturity at the Note Conversion Price of $33.80 (see note 5).

Stock-based Compensation

The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2026:


	Lunai Bioworks Inc.
Expected term (in years)		5.5 - 6.0
Volatility		121.35% - 123.59	%
Risk free interest rate		3.69	%
Dividend yield		0	%

On August 23, 2024, Avram Miller, a former member of the Company’s board of directors (the “Board of Directors”), forfeited 83,333 shares of Common Stock from the original 100,000 shares of Common Stock for advisory services originally granted to him on October 11, 2023. As consideration for such forfeiture, the Company granted to Mr. Miller, an option to purchase 97,826 shares of Common Stock of the Company with a per-share exercise price of $6.90. The Company determined that this transaction represented a modification of the original award. The Company measured the fair value of the options issued as compared to the fair value of the original issuance and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of the Common Stock. Therefore, the Company recognized the remaining fair value of the original award over the remaining vesting period, which is one year. The Company recognized stock-based compensation expense of $185,373 related to the vesting of the stocks options during the quarter ended September 30, 2025. At March 31, 2026, the Company had zero unrecognized compensation cost related to the options which fully vested on August 23, 2025.

On November 4, 2025, the Company issued 269,787 stock options to its board of directors. The options had a fair value of $193,707 on the grant date, fully vest on October 14, 2026 and expire on November 4, 2035.

On December 16, 2025, the Company issued 378,120 stock options to its employees. The options had a fair value of $354,299 on the grant date, fully vest on December 16, 2027 and expire on December 16, 2035.

In total, the Company recognized stock-based compensation expense related to options of $168,993 and $479,124 net a recapture of $127,032 related to options and $36,973 related to restricted stock awards for the three and nine months ended March 31, 2026, respectively. The Company recognized stock-based compensation expense related to options of $263,631 and $1,179,940 for the three and nine months ended March 31,2025, respectively. At March 31, 2026, the Company had approximately $442,805 of unrecognized compensation cost related to non-vested options.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Commitments

On January 31, 2020, the Company entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company, G Tech Bio, LLC, a California limited liability company (“G Tech”), and G Health Research Foundation, a not-for-profit entity organized under the laws of California doing business as Seraph Research Institute (“SRI”) (collectively the “Licensors”), whereby the Company acquired a perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections.

The HBV License Agreement states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Treatment over a 24-month period, and provides for an up-front payment of $1.2 million within 7 days of January 31, 2020, along with additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the HBV License Agreement, in each case subject to the terms of the HBV License Agreement. Additionally, the HBV License Agreement provides for cooperation related to the development of intellectual property related to the Treatment and for a 2% royalty to G Tech on any net sales that may occur under the HBV License. On February 6, 2020, the Company paid the $1.2 million up-front payment. The HBV License Agreement contains customary representations, warranties, and covenants of the parties with respect to the development of the Treatment and the HBV License.

The cash funding for research costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $144,500 that covered scientific staffing resources to complete the project as well as periodic payments for materials and equipment needed to complete the project. There were no payments made after January 31, 2022. The Company paid zero under the HBV License Agreement during the quarters ending March 31, 2026, and 2025. The Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies sub-section below).

On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “License Development Agreement”), by and among the Company, G Tech and SRI (collectively, the “Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to research, develop, and commercialize certain formulations which were aimed at preventing and treating pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza (the “Prevention and Treatment”).

The Development License Agreement was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019. The Development License Agreement states that in consideration for the Development License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Prevention and Treatment over a 24-month period. Additionally, the Development License Agreement provides for an up-front payment of $10,000,000 and a $760,000 payment for expenditures to date prior to the effective date related to research towards the Prevention and Treatment within 60 days of April 18, 2021. The Development License Agreement provides for additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the Development License Agreement, in each case subject to the terms of the Development License Agreement.

The Development License Agreement provides for (i) cooperation related to the development of intellectual property related to the Prevention and Treatment and (ii) a 3% royalty to G Tech on any net sales that may occur under the Development License Agreement. The Company is no longer pursuing any product candidates that relate to this license. The Company has filed a claim against the Licensors to recover all monies it paid related to this license (see Contingencies below).

On August 25, 2021, the Company entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”) with Serhat Gümrükcü and SRI (collectively, the “Licensors”) whereby the Licensors granted the Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to sublicense, proprietary technology subject to a U.S. patent application, to make, use, offer to sell, sell or import products for use solely for the prevention, treatment, amelioration of or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans; provided the Licensors retained the right to conduct HIV research in the field. Pursuant to the ALC License Agreement, the Company granted a non-exclusive license back to the Licensors, under any patents or other intellectual property owned or controlled by the Company, to the extent arising from the ALC License, to make, use, offer to sell, sell or import products for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities and (ii) any other diseases or conditions outside the HIV Field. The Company made an initial payment to SRI of $600,000 and agreed to fund future HIV research conducted by the Licensors, as mutually agreed to by the parties. On September 10, 2021, pursuant to the ALC License Agreement, the Company paid the initial payment of $600,000.

G Tech and SRI are controlled by Anderson Wittekind, a stockholder of the Company.

Service Agreements –The Company maintains employment agreements with certain senior staff in the ordinary course of business.

Contingencies

Securities Class Action Litigation. On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the “Manici Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District of California against the Company and certain of the Company’s current and former officers and directors. The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects. The complaints seek unspecified damages, interest, fees, and costs. On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice. The Chow Action (also referred to as the “Securities Class Action Litigation”) remains pending. On October 22, 2023, the Court appointed a lead plaintiff in the Chow Action. The lead plaintiff filed an amended complaint on December 15, 2023. The Company filed a motion to dismiss the amended complaint on March 15, 2024. The Court denied the Company’s motion to dismiss on June 28, 2024. A mediation was held on September 17, 2024, after which the parties signed a stipulation of settlement that, subject to final approval by the United States District Court for the Central District of California, provides for resolution of the Securities Class Action Litigation. The Court granted the lead plaintiff’s motion for preliminary approval of the settlement on August 18, 2025. Plaintiff filed a motion for final approval of the settlement on October 21, 2025. On November 25, 2025, the court held a hearing on lead plaintiff’s motion for final approval of the settlement, and it is currently pending before the court.

Federal Derivative Litigation. On September 22, 2022, Samuel E. Koenig filed a shareholder derivative action in the United States District Court for the Central District of California (the “Koenig Matter”). The Koenig Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants, and also names the Company as a nominal defendant. The Koenig Matter alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and also sets out claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement. Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses. On January 24, 2023, the United States District Court for the Central District of California stayed the Koenig Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. On June 28, 2024, the United States District Court for the Central District of California denied defendants’ motion to dismiss the Securities Class Action Litigation. The parties in the Koenig Matter, the Solak Matter (defined below), and the Midler Matter (defined below) have entered into a stipulation of settlement that, subject to final approval by the United States District Court for the Central District of California, provides for resolution of the Koenig Matter, Solak Matter, and Midler Matter (the “Koenig-Solak-Midler Settlement”). On November 3, 2025, plaintiff in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement with the United States District Court for the Central District of California. The court held a hearing on the motion for preliminary approval on November 25, 2025, and it is currently pending before the court. The defendants have not yet responded to the complaint.

On January 19, 2023, John Solak filed a shareholder derivative action in the United States District Court for the District of Delaware (the “Solak Matter”). The Solak Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants, and also names the Company as a nominal defendant. The Solak Matter alleges violations of Section 14(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder, and also sets out claims for breach of fiduciary duty and contribution and indemnification. Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses. On April 6, 2023, the United States District Court for the District of Delaware stayed the Solak Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. On June 28, 2024, the United States District Court for the Central District of California denied defendants’ motion to dismiss the Securities Class Action Litigation. On November 3, 2025, plaintiff in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the United States District Court for the Central District of California. The Solak Matter is stayed pending approval of the Koenig-Solak-Midler Settlement. The defendants have not yet responded to the complaint. Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date.

State Derivative Litigation. On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County (the “Midler Matter”). The Midler Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants. The Midler Matter also names the Company as a nominal defendant. The Midler Matter sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement. Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses. On January 20, 2023, the Court stayed the Midler Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. On June 28, 2024, the United States District Court for the Central District of California denied defendants’ motion to dismiss the Securities Class Action Litigation. On July 31, 2025, the court stayed the Midler Matter for 120 days. On November 3, 2025, plaintiff in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the United States District Court for the Central District of California. The Midler Matter is stayed pending approval of the Koenig- Solak-Midler Settlement. The defendants have not yet responded to the complaint. Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date.

On October 21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü (“Gumrukcu”), William Anderson Wittekind (“Wittekind”), G Tech Bio, SG & AW Holdings, LLC, and SRI (collectively, the “Defendants”). The Complaint alleges that the Defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the Defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims, as well as a motion to strike. On September 6, 2023, the court denied in part and granted in part the pending motions.

On December 4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint. In the Cross-Complaint, G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter alia, a declaration that the Framework Agreement, effective as of November 15, 2019, the Statement of Work & License Agreement, effective as of January 31, 2020, and the Statement of Work and License Agreement for Influenza and Coronavirus Indications, effective as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements. Trial was scheduled to begin on March 3, 2025. On November 14, 2024, the court vacated the March 3, 2025, trial date and set a trial setting conference for May 1, 2025. At the May 1, 2025, trial setting conference, the court reset the trial to begin on November 30, 2026. Discovery remains ongoing. The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend against them while pursuing its claims against the Defendants. A hearing regarding the status of the case is scheduled on June 12, 2026.

On June 7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”) (collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware. In the Verified Complaint, Plaintiffs alleged that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS (the “Investor Rights Agreement”). According to the Verified Complaint, the Investor Rights Agreement required the Company to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement. Plaintiffs alleged that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements filed by the Company on July 13, 2020 and February 11, 2022. The Company moved to dismiss the Verified Complaint on September 15, 2023.

On December 4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”). In the FAC, Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference with a contract, and several other torts. Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain declaratory relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees. The Company filed a motion to dismiss the FAC on December 18, 2023 and the court held a hearing on November 15, 2024. At the hearing, the court dismissed (1) all claims brought on behalf of Wittekind and the Trusts, (2) the fraudulent concealment claim against the Company and others (without prejudice), and (3) the breach of contract claim against the Company related to a registration statement that was not filed in 2023. At the hearing, the court also found that punitive damages were not available to Plaintiffs. The court took the remaining issues briefed on the Company’s motion to dismiss under advisement.

On February 26, 2025, the Court ruled on the balance of the claims against the Company and (1) denied the Company’s motion to dismiss Weird Science’s breach of contract claims related to registration statements filed in 2020 and 2022; (2) dismissed the fraudulent inducement claim as time barred; and (3) dismissed the declaratory judgment claim. The Company denies Plaintiffs’ allegations and remaining claims and intends to vigorously defend against these claims. The parties have agreed to schedule a mediation to address a global resolution of the parties’ claims and counterclaims. The mediation has not yet been scheduled.

On August 24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”). The Demand seeks the Company’s books and records in connection with various issues identified in the Demand. The Company takes its obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those obligations.

On January 19, 2024, Weird Science and Wittekind sent the Board of Directors a letter demanding it take corrective actions with respect to twenty-one issues identified therein. On February 27, 2024, Weird Science and Wittekind sent the Board of Directors a supplemental letter that expanded their demand for corrective actions to twenty-six issues. In response to these demand letters, the Board of Directors initially formed a Special Committee (“Special Committee”) of independent directors on February 29, 2024. The Special Committee retained Stradling Yocca Carlson & Rauth LLP as its counsel to investigate the issues identified in the demand letters.

On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against certain officers, directors, and investors of the Company, as well as other defendants, in connection with, inter alia, Weird Science and Wittekind’s demand for corrective action. Plaintiffs filed an amended complaint on June 21, 2024. The First Amended Verified Stockholder Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a) and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934. The Derivative Complaint also includes claims of breach of fiduciary duty, corporate waste, unjust enrichment, and contribution/indemnification. Weird Science and Wittekind seek unspecified compensatory, exemplary, and punitive damages and certain injunctive relief. The Derivative Complaint names the Company as a nominal defendant. On July 19, 2024, certain of the director defendants, who had agreed to waive service of the summons and Derivative Complaint, filed a motion to dismiss the Derivative Complaint on a variety of procedural and substantive grounds. A hearing on the motion to dismiss was held on October 3, 2024 and the court subsequently took the motion under submission. On October 22, 2024, the plaintiffs filed a notice of certain subsequent events that they allege relate to their pending motion to dismiss. On October 29, 2024, the court granted the director defendants’ motion to dismiss and dismissed the Derivative Complaint without prejudice, but also without leave to amend.

On November 27, 2024, Weird Science and Wittekind filed a notice of appeal of the court’s decision granting the director defendants’ motion to dismiss. The appeal remains pending.

On June 21, 2024, the Company filed suit against Weird Science, Gumrukcu, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the Company and two companies closely associated with Gumrukcu. In the complaint, the Company alleges that Gumrukcu and others deliberately and fraudulently concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement, which resulted in the defendants receiving shares and compensation. The Company asserts claims for fraudulent concealment, equitable fraud, unjust enrichment, and civil conspiracy and seeks, inter alia, equitable relief, including, but not limited to, return to the Company any shares received in connection with the merger, and damages. On October 1, 2024, the defendants moved to dismiss the complaint. A hearing took place on June 25, 2025, and on November 7, 2025, the Court granted defendants’ motion and dismissed the complaint. The only remaining claim is against Mr. Gumrukcu. The Company intends to pursue that claim to judgment. Chancellor Zum has issued an order providing that the Company new counsel has until March 8, 2027 to retain new counsel.

Lunai commenced an action against Predictive Oncology, Inc. (“POAI”) in the Delaware Court of Chancery claiming that POAI breached a “definitive” January 2025 Letter Agreement pursuant to which Lunai was going to acquire POAI. As a result of its breach, POAI made that acquisition impossible and dramatically devalued the share price of stock Lunai had already acquired as well as the value of the company it was contractually entitled to acquire. Lunai sought specific performance or, in the alternative, money damages. The parties have exchanged paper discovery and noticed depositions. The action has been held in abeyance while the parties attempt to negotiate a settlement.

Private Placement Contingency

On November 24, 2025, the Company entered into a securities purchase agreement to which the Company agreed to sell, and the Investor agreed to purchase, in a private placement, 3,133,333 shares of its common stock, par value $0.001 per share, at a purchase price of $1.00 per share, and 1,044,444 three-year warrants, executable after sixty (60) days for aggregate gross proceeds of $3,133,333. Under the terms of the agreement, purchasers are required to fund a portion of their subscription amount at closing, with the remaining amounts payable within a specified period following the initial closing. As of March 31, 2026, the Company issued 750,000 shares of common stock and 250,000 warrants for $750,000 in aggregate proceeds. The Company cannot provide assurance that it will receive the remaining subscription amounts.

NOTE 8 — RELATED PARTY TRANSACTIONS

As of March 31, 2026, the Company has accrued $384,949 of compensation related expenses for the Company’s former Chief Executive Officer, Mark Dybul, related to budget constraints.

On August 23, 2024, Avram Miller, a former member of the Company’s board of directors (the “Board of Directors”), forfeited 83,333 shares of Common Stock from the original 100,000 shares of Common Stock for advisory services originally granted to him on October 11, 2023. As consideration for such forfeiture, the Company granted to Mr. Miller, an option to purchase 97,826 shares of Common Stock of the Company with a per-share exercise price of $6.90. The Company determined that this transaction represented a modification of the original award. The Company measured the fair value of the options issued as compared to the fair value of the original issuance and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of the Common Stock. Therefore, the Company will recognize the remaining fair value of the original award over the remaining vesting period, which is one year. The Company recognized stock-based compensation expense of $185,373 related to the vesting of the stocks options during the quarter ended September 30, 2025. At March 31, 2026, the Company had zero unrecognized compensation cost related to the options which fully vested on August 23, 2025.

NOTE 9 — SEGMENT REPORTING

For the period ending March 31, 2026, the Company had two reportable segments. These segments have different strategic and economic goals and are managed separately because they require different technology and marketing strategies.

Reportable Segment		Description
BioSymetrics		Integrating multimodal data sources, including genomics, imaging, electronic health records, and other real-world evidence, using in vivo validation to advance biomarker discovery, therapeutic development, and precision medicine.
RENB		Utilizing AI to identify early biomarkers of cancer, and developing new immunotherapies to combat cancer

The Company’s chief executive officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly. During the period ending March 31, 2026, there were no significant inter-company revenues or expenses. The chief operating decision maker assesses performance for each segment and decides how to allocate resources based on segment operating losses that also is reported on the consolidated statement of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of each segment are the same as those described in the summary of significant accounting policies.

On September 2, 2025, the Court of Amsterdam (the “Court”) declared bankrupt Gedi Cube B.V. (“Gedi”), an indirect subsidiary of Lunai Bioworks, Inc. (“Lunai”), and appointed Mr. M.M. Dellebeke as the receiver in the bankruptcy. Gedi filed a voluntary petition seeking a declaration of bankruptcy due to its inability to make payments as they became due. As a result of this, the Company deconsolidated Gedi Cube B.V. due to the loss of control of the subsidiary during the period ended March 31, 2026. As a result of the deconsolidation, the Company recognized a gain on the bankruptcy of the subsidiary for $12,019,227 during the period ended March 31, 2026.


	Operating loss			Assets
United States (RENB)	$	(5,447,100	)	$	3,606,768
United States (BioSymetrics)		(766,228	)		6,253,772
Discontinued Operations		(345,707	)		—
	$	(6,559,034	)	$	9,860,540

The chief operating decision maker uses loss from operations to evaluate the performance of each segment’s assets in deciding how to allocate available capital between segments. The chief operating decision maker also uses loss from operations in their competitive analysis by benchmarking the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing the performance of the segment.

Information regarding each reportable segment for the three months ended March 31, 2026, is as follows:

RENB

BioSymetrics

SEC Form 10-Q filed by Lunai Bioworks Inc.