Lunai Bioworks Inc.

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:

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:

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:

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:

Expected future amortization expense is as follows:

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 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”). See Note 5.

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.

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.

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 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.

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 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. As of March 31, 2026, the Company issued 750,000 shares of common stock for $750,000 in aggregate proceeds.

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:

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.

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.

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:

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

Geographic information:

RENB and BioSymetrics are managed on a worldwide basis but operate in offices located in the United States and Canada, respectively. The geographic information analyses the Company’s operations and assets based on the country in which each segment operates. In presenting this geographic information, segment operating results have been based on the geographic location in which the services were provided to the segment and segment assets were based on the geographic location of the assets.

NOTE 10 —ACQUISITIONS

BioSymetrics Inc. Acquisition:

On February 26, 2025, Lunai Bioworks Inc., a Delaware corporation (“Lunai”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Renovaro Acquisition Sub, a Delaware corporation and wholly owned subsidiary of Lunai (“Merger Sub”), and Biosymetrics, Inc., a Delaware corporation (“Biosymetrics”), pursuant to which Lunai agreed to acquire Biosymetrics pursuant to the merger of Merger Sub with and into Biosymetrics, with Biosymetrics as the surviving corporation and a wholly owned subsidiary of Lunai (the “Transaction”). On April 8, 2025, Lunai consummated the Transaction and issued 1.5 million shares of Lunai’s common stock, par value $0.0001 per share (the “Shares”), to the former stockholders of Biosymetrics in accordance with the terms of the Merger Agreement.

The offer and sale of the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration requirements thereunder provided by Section 4(a)(2) thereof. Lunai relied in part upon representations contained in the Merger Agreement that all those receiving Shares in connection with the Transaction are “accredited investors” as defined in Rule 501(a) under the Securities Act.

The transaction was accounted for in accordance with ASC 805-10 -Business Combinations. The assets acquired and liabilities assumed are initially recognized in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The fair values as of the acquisition date are based on information that existed as of the acquisition date.

The acquisition-date fair value of the consideration transferred totaled approximately $6 million, which consisted of the following:

The fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common stock as of the Acquisition Date.

The following table details the fair values of the assets acquired and liabilities assumed at the acquisition date:

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of BioSymetrics. None of the goodwill is expected to be deductible for income tax purposes.

The fair values of the acquired tangible and intangible assets were determined using variations of the income approach. The income approach valuation methodology used for the intangible assets acquired makes use of Level 3 inputs.

Consolidated unaudited pro forma information:

The following consolidated pro forma information assumes that the acquisition of BioSymetrics Inc. took place on July 1, 2024 for the statement of operations for the nine month period ended March 31, 2025. These amounts have been estimated after applying the Company’s accounting policies:

The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

**NOTE 11 — SUBSEQUENT EVENTS **

Common stock Issuance Pursuant to At-the Market Offering. On April 7, 2026, the Company sold 500,000 shares of its common stock pursuant to its at-the-market offering program at an average price of $0.45 per share. The Company received aggregate net proceeds of approximately $219,405 after deducting issuance costs and commissions associated with the offering.

***Acquisition of Neurobridge IP Holdings Incorporated and Issuance of Series B Convertible Preferred Stock.***On May 1, 2026, subsequent to the period covered by this report, the Company completed the acquisition of Neurobridge IP Holdings Incorporated (“Neurobridge”) pursuant to an Agreement and Plan of Merger dated as of April 27, 2026 (the “Merger Agreement”). The Merger Agreement was entered into with Neurobridge IP Holdings Incorporated (“Holdings”), Lunai Bioworks IP, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and the holders of all of the issued and outstanding capital stock of Holdings, namely Oncotelic Inc. and Pelerin Therapeutics Inc. (the “Holders”). The aggregate consideration consisted of eight shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), each with a stated value of $2,500,000, for an aggregate stated value of $20,000,000. On May 1, 2026, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. The material terms of the Series B Preferred Stock include: (i) the Series B Preferred Stock will become convertible into Common Stock only upon and after receipt of the stockholder approval required by Nasdaq Listing Rule 5635, at a fixed conversion price of $1.50 per share, resulting in a maximum of 13,333,333 shares of Common Stock issuable upon full conversion; (ii) the Series B Preferred Stock is subject to a per-holder 4.99% beneficial ownership limitation under Section 13(d) of the Exchange Act, which a holder may elect to increase to 9.99% upon 61 days’ prior written notice (which limitation is separate from, and operates independently of, the Nasdaq Listing Rule 5635(d) 20% issuance threshold described in clause (i) above, the application of which is addressed through the conditional-conversion structure rather than a 19.9% issuance cap); (iii) the Series B Preferred Stock ranks senior to the Common Stock with respect to liquidation, with a senior liquidation preference equal to the aggregate Stated Value ($20,000,000); (iv) the Series B Preferred Stock has no voting rights (except as required by the Delaware General Corporation Law), no redemption rights, no sinking fund, no mandatory conversion rights, and no price-based anti-dilution protection; and (v) the Series B Preferred Stock is entitled to participate in any dividends declared on the Common Stock on an as-converted basis. The Series B Preferred Stock and the shares of Common Stock issuable upon conversion were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. Further information is set forth in the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2026.

Approval of Further Reverse Stock Split Proposal. On May 8, 2026, the Company held a special meeting of stockholders at which the Company’s stockholders approved a proposal authorizing the Board of Directors to effect a further reverse stock split of the Company’s issued and outstanding common stock at a ratio in the range of 1-for-3 to 1-for-30, to be determined in the Board’s discretion. Subsequent to the special meeting, the Board selected a specific ratio within the approved range. The Company expects to file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware and to effect the further reverse stock split later this month, in advance of the Bid Price Rule deadline described below.

Filing of Civil Action Against Alleged Naked Short Sellers. On May 11, 2026, the Company filed a civil complaint captioned Lunai Bioworks, Inc. v. Does 1-50, Roe Corporations 1-50, and XYZ LLCs 1-50 in the United States District Court for the District of Delaware against unidentified persons and entities alleged to have engaged in “naked” short selling of the Company’s common stock. The complaint asserts claims for securities fraud (stock manipulation) and intentional tort, and alleges, among other things, that the defendants engaged in a coordinated and systematic scheme of naked short selling in violation of Regulation SHO under the Securities Exchange Act of 1934, with failure-to-deliver volumes reaching as high as 234.6 times the maximum baseline daily failure-to-deliver rate, including during one period in which failure-to-deliver volumes reached 81.6% of the Company’s total outstanding shares. The complaint seeks unspecified compensatory and special damages and other relief. The Company is represented in the action by Dickinson Wright PLLC and Fox Rothschild LLP. The defendants have not yet been identified or served, and the Company is unable at this stage to predict the outcome of the matter or estimate the range of any potential recovery.