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Lunai Bioworks Inc.

For the period ended Mar 31, 2026. Filed May 15, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

LNAI$0.16-30.2%Stored close · as of Oct 29, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-17.

0001731122-26-000253

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001731122-26-000749

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 80 previous paragraphs and 81 current paragraphs.

59 unchanged; 21 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

Lunai Bioworks Inc. is an AI-driven biotechnology company focused on precision medicine, biomarker discovery, and therapeutic development for CNS disorders, biodefence, and other serious diseases with unmet medical need. The Company, through the Renovaro Biosciences and BioSymetrics subsidiaries, combines multimodal data analytics with experimental biology to generate predictive insights intended to accelerate research and development activities and improve the efficiency of therapeutic and chemical countermeasure discovery.
Reworded paragraphs (21)

Previous wording

As of December 31, 2025, Lunai Bioworks Inc. operates through two subsidiaries, Renovaro Biosciences and BioSymetrics. BioSymetrics refers to BioSymetrics Inc. and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025. During the quarter ended September 30, 2025, GediCube, B.V., acquired on February 13, 2024, filed for bankruptcy and ceased operations. As a result, beginning in the second quarter of 2026, the Company will no longer report on its operations.

Current wording

As of March 31, 2026, Lunai Bioworks Inc. operated through two subsidiaries, Renovaro Biosciences and BioSymetrics. BioSymetrics refers to BioSymetrics Inc. and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025. During the quarter ended September 30, 2025, GediCube, B.V., acquired on February 13, 2024, filed for bankruptcy and ceased operations. Following the deconsolidation of GediCube B.V., consolidated operations now consist of Renovaro Biosciences cell and gene therapy programs and BioSymetrics AI platform.

Previous wording

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 December 31, 2025, the Company had cash and cash equivalents of $491,645, an accumulated deficit of $509,442,953 and a working capital deficit of $19,487,088. 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.

Current wording

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.

Previous wording

Results of Operations for the Three and Six Months ended December 31, 2025 and 2024

Current wording

Results of Operations for the Three and Nine Months ended March 31, 2026 and 2025

Previous wording

The following table sets forth our revenues, expenses and net income, loss for the three and six months ended December 31, 2025 and 2024. The financial information below is derived from our unaudited condensed consolidated financial statements.

Current wording

The following table sets forth our revenues, expenses and net income, loss for the three and nine months ended March 31, 2026 and 2025. The financial information below is derived from our unaudited condensed consolidated financial statements.

Previous wording

We are a pre-revenue, pre-clinical biotechnology and artificial intelligence driven healthcare technology company. We have never generated revenues and have incurred losses since inception. We do not anticipate earning any revenues until our therapies or products are approved for marketing and sale.

Current wording

We are a pre-clinical biotechnology and artificial intelligence driven healthcare technology company. Our therapeutic and core diagnostic product candidates remain pre-clinical and have not generated any product revenue. During the three and nine months ended March 31, 2026, we recognized $20,942 of service revenue from a single research-services customer (Kapoose Creek Bio Inc.); the Company had no revenues from continuing operations in prior periods. We have incurred losses since inception. We do not anticipate earning material product revenues until our therapies or products are approved for marketing and sale.

Previous wording

Our operating expenses for the three months ended December 31, 2025 and 2024, were$1,823,414 and $4,546,316 respectively, representing a decrease of $2,722,902 or approximately 60%. The decrease in operating expenses primarily relates to the decrease in general and administrative expenses of $2,586,913 and research and development expenses of $115,212.

Current wording

Our operating expenses for the three months ended March 31, 2026 and 2025, were$1,448,202 and $4,162,492 respectively, representing a decrease of $2,714,290 or approximately 65%. The decrease in operating expenses primarily relates to the decrease in general and administrative expenses of $2,803,335 and research and development expenses of $110,019

Previous wording

Our operating expenses for the six months ended December 31, 2025 and 2024, were$5,131,774 and $57,884,869 respectively, representing a decrease of $52,753,095, or approximately 91%. The decrease in operating expenses primarily relates to the decrease in goodwill impairment of $47,614,729, general and administrative expenses of $5,477,647, research and development expenses of $480,994, partially offset by the increase in intangible asset impairment of $831,915.

Current wording

Our operating expenses for the nine months ended March 31, 2026 and 2025, were$6,579,977 and $62,047,361 respectively, representing a decrease of $55,467,384, or approximately 89%. The decrease in operating expenses primarily relates to the decrease in goodwill impairment of $47,614,729, general and administrative expenses of $8,280,982, research and development expenses of $370,974, partially offset by the increase in intangible asset impairment of $831,915.

Previous wording

General and administrative expenses for the three months ended December 31, 2025, and 2024, were $1,766,210 and $4,353,123, respectively, representing a decrease of $2,586,913 or approximately 59%. The variance is primarily related to a decrease in legal expenses of $717,092, compensation and related expenses of $591,638, consulting fees expense of $383,735, non-cash stock-based compensation expense of $429,812 and rent expense of $136,365, investor relation expenses of $86,243 and accounting related expense of $77,120.

Current wording

General and administrative expenses for the three months ended March 31, 2026, and 2025, were $1,421,255 and $4,224,590, respectively, representing a decrease of $2,803,335 or approximately 66%. The variance is primarily related to a decrease in legal expenses of $269,536, compensation and related expenses of $587,535, consulting fees expense of $56,306, non-cash stock-based compensation expense of $1,330,206 and rent expense of $125,722.

Previous wording

General and administrative expenses for the six months ended December 31, 2025, and 2024, were $4,176,726 and $9,654,373, respectively, representing a decrease of $5,477,647 or approximately 57%. The variance is related to a decrease in consulting fees expense of $1,960,495, legal expenses of $1,616,069, compensation and relates expenses of $797,019,non-cash stock-based compensation expense of $606,148, travel and related expenses of $108,772 and information technology expenses of $76,669.

Current wording

General and administrative expenses for the nine months ended March 31, 2026, and 2025, were $5,597,980 and $13,878,963, respectively, representing a decrease of $8,280,982 or approximately 60%. The variance is related to a decrease in consulting fees expense of $2,016,801, legal expenses of $1,885,606, compensation and relates expenses of $1,436,178, non-cash stock-based compensation expense of $1,936,354, rent expense and related office expenses of $403,761, travel and related expenses of $141,479 and information technology expenses of $124,976.

Previous wording

Research and development expenses for the three months ended December 31, 2025, and 2024, were $45,872 and $161,084, respectively, representing a decrease of $115,212 or approximately 72%. The variance is primarily driven by a decrease of $121,511 in consulting expenses and outside services related to pre-clinical testing.

Current wording

Research and development expenses for the three months ended March 31, 2026, and 2025, were $15,946 and $(94,073), respectively, representing an increase of $110,019 or approximately 117%. The variance is primarily driven by an increase of $111,803 in consulting expenses and outside services related to pre-clinical testing.

Previous wording

Research and development expenses for the six months ended December 31, 2025, and 2024, were $70,279 and $551,273, respectively, representing a decrease of $480,994 or approximately 87%. The variance is primarily driven by a decrease of $344,382 in consumables and reagents, and $143,777 inconsulting expenses.

Current wording

Research and development expenses for the nine months ended March 31, 2026, and 2025, were $86,226 and $457,200, respectively, representing a decrease of $370,974 or approximately 81%. The variance is primarily driven by a decrease of $345,627 in consumables and reagents, and $24,865 inconsulting expenses.

Previous wording

The Company recorded other income of $24,010 for the three months ended December 31, 2025, compared to other expense of $2,706,078 for the three months ended December 31, 2024, representing a decrease in other expense of $2,730,088 or 101%. The variance is primarily due to a decrease of $2,730,000 in the change in fair value of contingent consideration in the current period.

Current wording

The Company recorded other expense of $(1,144,134) for the three months ended March 31, 2026, compared to other income of $4,351,668 for the three months ended March 31, 2025, representing an decrease in other expense of $5,495,802 or 126%. The variance is primarily due to a decrease of $4,260,000 in the change in fair value of contingent consideration in the current period and the loss on the exchange of debt of $1,086,116.

Previous wording

The Company recorded other income of $6,151,391 for the six months ended December 31, 2025, compared to other income of $6,420,440 for the six months ended December 31, 2023, representing a decrease in other expense of $269,049 or 4%. The variance is primarily due to the change in fair value of contingent consideration liability of $6,150,000 in the current period, loss on extinguishment of debt of $6,329,592 in the current period, partially offset by the gain on bankruptcy of subsidiary in the amount of $12,019,227.

Current wording

The Company recorded other income of $5,007,257 for the nine months ended March 31, 2026, compared to other income of $10,772,108 for the nine months ended March 31, 2025, representing a decrease in other expense of $5,764,851or 54%. The variance is primarily due to the change in fair value of contingent consideration liability of $10,410,000 in the current period, loss on extinguishment of debt of $7,415,708 in the current period, partially offset by the gain on bankruptcy of subsidiary in the amount of $12,019,227.

Previous wording

Net loss for the three months ended December 31, 2025, and 2024, was $1,799,404 and $7,252,394, respectively, representing an decrease in net loss of $5,452,990 or approximately 75%. The decrease in net loss was primarily due to a decrease in the change in fair value of contingent consideration of $2,730,000, a decrease in general and administrative expenses of $2,586,913 and a decrease in research and development expenses of $115,212.

Current wording

Net loss for the three months ended March 31, 2026 was $2,571,394, compared to Net Income of $189,176 for the three months ended March 31, 2025, , representing an increase in net loss of $2,760,570 or approximately 1,459%. The decrease in net loss was primarily due to a decrease in the change in fair value of contingent consideration of $4,260,000, a decrease in general and administrative expenses of $2,803,335 and a loss on the extinguishment of debt of $1,086,116.

Previous wording

Net income (loss) for the six months ended December 31, 2025, and 2024, was $1,019,617 and $(51,464,429) respectively, representing a decrease in net loss of $52,484,046 or approximately 102%. The decrease in net loss was primarily due to decrease in goodwill impairment of $47,614,729, gain on bankruptcy of subsidiary of 12,019,227 and a decrease in general and administrative expenses of $5,477,647.

Current wording

Net loss for the nine months ended March 31, 2026, and 2025, was $1,551,778 and $ 51,275,253 respectively, representing a decrease in net loss of $49,723,475 or approximately 97%. The decrease in net loss was primarily due to decrease in goodwill impairment of $47,614,729, gain on bankruptcy of subsidiary of 12,019,227 and a decrease in general and administrative expenses of $8,280,982, decrease in the change in fair value of contingent consideration of $10,410,000 and loss on the extinguishment of debt of $7,415,708.

Previous wording

We have historically satisfied our capital and liquidity requirements through funding from stockholders, the sale of our Common Stock and warrants, and debt financing. We have never generated any sales revenue to support our operations, and we expect this to continue until our therapies or products are approved for marketing in the United States and/or Europe. Even if we are successful in having our therapies or products approved for sale in the United States and/or Europe, we cannot guarantee that a market for the therapies or products will develop. We may never be profitable.

Current wording

We have historically satisfied our capital and liquidity requirements through funding from stockholders, the sale of our Common Stock and warrants, and debt financing. Although we recognized $20,942 of service revenue from a single research-services customer during the three and nine months ended March 31, 2026 under the Kapoose Creek Bio Inc. agreement described in Note 1, this revenue is not sufficient to support our operations, and we do not anticipate generating revenues sufficient to support operations until our therapies or core diagnostic products are approved for marketing in the United States and/or Europe. Even if we are successful in having our therapies or products approved for sale in the United States and/or Europe, we cannot guarantee that a market for the therapies or products will develop. We may never be profitable.

Previous wording

As of December 31, 2025, the Company had $491,645 in cash and working capital deficit of $19,487,088 as compared to $92,700 in cash and working capital deficit of $28,109,502 as of June 30, 2025, an increase of 430% and decrease of 31%, respectively.

Current wording

As of March 31, 2026, the Company had $3,155,272 in cash and working capital deficit of $15,550,002 as compared to $92,700 in cash and working capital deficit of $28,109,502 as of June 30, 2025, an increase of 3,304% and decrease of 45%, respectively.

Previous wording

Total assets at December 31, 2025, were $6,666,446 compared to $8,230,840 as of June 30, 2025. The decrease in assets is primarily due to the impairment of operating lease right-of-use assets of $687,371, amortization of prepaid assets of $543,237, decrease of investment in equity securities of $387,851, partially offset by the increase of cash of $398,945 in the current period.

Current wording

Total assets at March 31, 2026, were $9,860,540 compared to $8,230,840 as of June 30, 2025. The increase in assets of $1,629,700 is primarily due to the increase in cash and cash equivalents of $3,062,572 offset by the impairment of operating lease right-of-use assets of $687,371, amortization of prepaid assets of $11,297 and a decrease of investment in equity securities of $387,851.

Previous wording

Total liabilities at December 31, 2025, were $20,215,234 compared to $29,580,681 as of June 30, 2025. The decrease in total liabilities was primarily related to the decrease of $7,045,741 in notes payable – related parties, $915,595 in accrued expenses, $216,220 in accounts payable, $510,000 in contingent consideration liability and $303,937 in other current liabilities.

Current wording

Total liabilities at March 31, 2026, were $19,413,968 compared to $29,580,681 as of June 30, 2025. The decrease in total liabilities of $10,166,713 was primarily related to the decrease of $8,319,236 in notes payable – related parties, , $930,319 in accrued expenses, $580,000 in contingent consideration liability and $319,958 in other current liabilities.

Previous wording

Cash provided by investing activities during the period is primarily related to proceeds from the sale of equity securities of $544,700.

Current wording

Cash provided by investing activities during the period is primarily related to proceeds from the sale of equity securities of $543,462.

Previous wording

Cash provided by financing activities during the period primarily related to proceeds of $750,000 from a private placement, $1,815,000, net of $58,495 placement costs, in notes payable that were partially offset by $271,643 in repayment of a finance agreement.

Current wording

Cash provided by financing activities during the period primarily related to proceeds of $4,499,551 from an ATM offering, net of issuance costs $191,439, proceeds from Notes Payable of $2,323,000 and proceeds from a private placement of $750,000.