Lunai Bioworks Inc.
For the period ended Jun 30, 2026. Filed Oct 13, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Oct 13, 2026
LNAI$0.16-30.2%Stored close · as of Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-09-29.
0001731122-25-001316
Item 7. Management’s Discussion and Analysis of Financial Condition and Results Of OperationsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-10-13.
0001731122-26-001339
Item 7. Management’s Discussion and Analysis of Financial Condition and Results Of OperationsThe 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 87 previous paragraphs and 108 current paragraphs.
34 unchanged; 35 reworded; 39 added; 17 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 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 (39)
Current report
Lunai Bioworks Inc. operates principally through two operating subsidiaries, Renovaro Biosciences and BioSymetrics; a third wholly owned subsidiary, Lunai Bioworks IP, Inc., holds the intellectual property acquired in the May 2026 Neurobridge acquisition, including the N2B intranasal drug delivery platform (see Note 12 to the Financial Statements). 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, GEDi Cube, B.V., acquired on February 13, 2024, filed for bankruptcy and ceased operations. Following the deconsolidation of GEDi Cube B.V., consolidated operations now consist of Renovaro Biosciences cell and gene therapy programs and BioSymetrics AI platform.
Current report
Lunai Bioworks Inc. is an AI-driven biotechnology company focused on precision medicine, biomarker discovery, and therapeutic development for CNS disorders, biodefense, 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.
Current report
Debt Conversion
Current report
On September 2, 2026, the Company entered into a Master Consulting and Strategic Advisory Agreement with Strategic Advisors S.à r.l. pursuant to which the Company agreed to issue 180,000 shares of its common stock in settlement of outstanding invoices for services provided to the Company through August 24, 2026 and for prospective services. The shares were valued at $432,000, based on the closing market price of the Company’s common stock of $2.40 per share on September 2, 2026. Upon issuance of the shares, $286,225 of outstanding accounts payable was satisfied, with the remaining approximately $145,775 recorded as prepaid consulting and advisory services to be recognized as services are provided.
Current report
On July 21, 2026, the Company entered into an agreement to convert approximately $672,000 of outstanding indebtedness, including accrued interest and certain trade payables, into 239,025 shares of the Company’s common stock at a conversion price of $2.81 per share. At issuance of the shares, the converted indebtedness was fully satisfied and extinguished.
Current report
Acquisition of Neurobridge IP Holdings
Current report
On May 1, 2026, the Company completed the acquisition of Neurobridge IP Holdings Incorporated (“Neurobridge”) pursuant to an Agreement and Plan of Merger dated April 27, 2026. The aggregate consideration consisted of eight shares of the Company’s Series B Convertible Preferred Stock, each with a stated value of $2.5 million, for an aggregate stated value of $20.0 million. The acquisition-date fair value of the Series B Convertible Preferred Stock issued as consideration was $1.84 million, which was used to measure the acquisition cost. The Series B Preferred Stock is convertible into common stock at a fixed conversion price of $1.50 per share following receipt of the stockholder approval required by applicable Nasdaq rules, resulting in a stated maximum of 13,333,333 shares of common stock issuable upon full conversion before adjustment for the May 2026 Reverse Stock Split; after giving effect to the proportionate adjustment required by the Series B Certificate of Designation, the conversion price is $12.00 and the maximum number of shares issuable upon full conversion is 1,666,666. The Series B Preferred Stock has a liquidation preference equal to its aggregate stated value and ranks senior to the Company’s common stock with respect to liquidation
Current report
May 2026 Reverse Stock Split
Current report
In May 2026, the Company effected a 1-for-8 reverse stock split of its common stock (the “May 2026 Reverse Stock Split”), effective at 12:01 a.m. (New York time) on May 22, 2026, and the Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market on May 22, 2026. This followed the Company’s 1-for-10 reverse stock split effected in September 2025. All share and per-share amounts in this Annual Report have been retroactively restated to reflect both reverse stock splits (see Note 9 to the Financial Statements).
Current report
Debt Exchanges
Current report
On March 24, 2026, 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 488,663 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 179,203 additional shares of common stock (the “Warrants”). The Exchange Shares issued at an implied exchange price of $1.68 per share. Each Warrant, once issued, was immediately exercisable for one share of common stock at an exercise price of $1.68 per share and will expire on March 24, 2036.
Current report
Bankruptcy of GEDi Cube B.V.
Current report
Debt Restructuring and Conversion
Current report
On July 7, 2025, the Company entered into an exchange agreement with certain holders of outstanding secured promissory notes pursuant to which approximately $9.7 million of outstanding secured indebtedness was exchanged for approximately $16.1 million of convertible promissory notes. Immediately following the exchange, the holders converted the entire principal amount of the convertible notes into an aggregate of 669,477 shares (after giving retroactive effect to the Company’s September 2025 1-for-10 and May 2026 1-for-8 reverse stock splits described below) of the Company’s common stock at a conversion price of $24.00 per share (after giving retroactive effect to such reverse stock splits).
Current report
Net other income (expenses) for the years ended June 30, 2026 and 2025 was $5,135,454 and $10,958,513, respectively, representing a change of $5,823,059 or 53%. The variance is primarily due to a decrease of $11,090,000 in the change in fair value contingent consideration in the current period, loss on extinguishment of debt of 7,415,708 in the current period, which is offset by the gain on bankruptcy of subsidiary in the amount of $12,019,227.
Current report
Net loss for the years ended June 30, 2026 and June 30, 2025 was $3,562,479 and $178,007,489, respectively, representing a decrease in net loss of $174,445,010 or 98%. The decrease in net loss was primarily attributable to the absence of the prior-year goodwill impairment of $170,419,429, the $10,080,080 decrease in general and administrative expenses and the $12,019,227 gain on the deconsolidation of GEDi Cube B.V., partially offset by the $7,415,708 loss on extinguishment of debt, the $831,915 impairment of long-lived assets and the $11,090,000 less favorable year-over-year change in the fair value of contingent consideration.
Current report
As of June 30, 2026, the Company had $1,713,653 in cash and a working capital deficit of $16,874,093, compared to $92,700 in cash and a working capital deficit of $28,109,502 as of June 30, 2025. The increase in cash of $1,620,953 reflects $8,120,829 of gross financing proceeds ($750,000 from the November 2025 private placement, $5,047,829 from ATM offerings and $2,323,000 of proceeds from notes payable), partially offset by financing outflows of $1,729,371 ($729,370 of repayments under a finance agreement and $1,000,001 of repayments of notes payable), the $5,288,197 of net cash used in operating activities and after giving effect to the $543,462 provided by investing activities and the effect to the $25,770 in exchange rate changes on cash.
Current report
The Company will require additional capital during the next twelve months and beyond to fund its operations, including research and development activities, personnel costs, purchases of equipment, and continued investment in the development and validation of its technology.
Current report
As of October 13, 2026, the Company has less than one month of available cash resources to fund its operations based on its current operating plan. Accordingly, the Company does not have sufficient cash resources to fund its near-term operations without obtaining additional financing. The Company is actively pursuing additional financing; however, there can be no assurance that such financing will be available on favorable terms, or at all. In the absence of sufficient additional financing, the Company may be required to significantly reduce, temporarily suspend, or permanently cease some or all of its operations, including reductions in personnel. Such actions could materially adversely affect the Company's business, financial condition, and the market price of its securities.
Current report
The Company is actively evaluating potential sources of additional capital, including public or private equity financings and debt financing arrangements, and may take additional actions to reduce operating expenditures and preserve liquidity. There can be no assurance that additional financing will be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional financing on a timely basis, it may be required to materially reduce or suspend operations. In addition, an adverse outcome in legal or regulatory proceedings in which the Company is currently involved or may become involved could adversely affect its liquidity and financial position. As discussed under “Going Concern and Management’s Plans” and Note 2 to the consolidated financial statements, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.
Current report
On July 7, 2025, the Company issued 669,477 shares of Common Stock for settlement of convertible promissory notes valued at $16.1 million principal amount(see Note 9 to the Financial Statements).
Current report
On July 28, 2025, the Company issued 688 shares of Common Stock for settlement of accounts payable valued at $17,050(see Note 9 to the Financial Statements).
Current report
On September 5, 2025, the Company issued 9,956 shares of Common Stock for settlement of accounts payable valued at $167,259(see Note 9 to the Financial Statements)..
Current report
On October 17, 2025, the Company issued 2,500 shares of Common Stock for consulting services valued at $24,000(see Note 9 to the Financial Statements).
Current report
On November 4, 2025, the Company issued 2,500 shares of Common Stock for consulting services valued at $16,680(see Note 9 to the Financial Statements).
Current report
On November 28, 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, 391,667 shares of its common stock, par value $0.0001 per share, at a purchase price of $8.00 per share, and 130,556 three-year warrants, exercisable after sixty (60) days for aggregate gross proceeds of $3,133,333. As of June 30, 2026, the Company issued 93,750 shares of common stock for $750,000 in aggregate proceeds.
Current report
On December 29, 2025, the Company issued 29,688 shares of Common Stock to René Sindlev, a former director and related party, for a settlement dispute valued at $228,000(see Note 9 to the Financial Statements).
Current report
On December 29, 2025, the Company issued 573 shares of Common Stock for debt conversion valued at $154,753(see Note 9 to the Financial Statements).
Current report
On March 24, 2026, the Company issued 488,663 shares of Common Stock for debt conversion valued at $828,770(see Note 9 to the Financial Statements).
Current report
Between March 23, 2026 and June 18, 2026, the Company issued an aggregate of 1,103,385 shares of Common Stock through its At-the-Market (“ATM”) offering program at prices ranging from approximately $3.02 to $5.57 per share, on a post-reverse-split basis, for aggregate net proceeds of approximately $5,047,829 (see Note 9 to the Financial Statements).
Current report
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 573 shares of Common Stock automatically upon maturity at the Note Conversion Price of $270.
Current report
Bridge Loans —
Current report
Related Party Notes —
Current report
From February 3, 2025, to March 9, 2026, the Company issued Promissory Notes to Rene Sindlev, a stockholder of the Company, and to an entity controlled by Mr. Sindlev, in the aggregate principal amount of $600,000. The Related Party Notes bear an interest rate of 10% per annum and mature on June 30, 2026, (the “Maturity Date”). The Related Party Notes are presented as “Notes Payable – related parties, net on the consolidated balance sheets. The Company is required to pay principal and interest on the Maturity Date**.**The notes balance at June 30, 2026 is $600,000. These notes were converted on July 21, 2026 (see Note 14 to the Financial Statements).
Current report
Net cash provided (used) in investing activities for the years ended June 30, 2026 and 2025 was $543,462 and ($500,000), respectively, representing an increase of $1,043,462. The increase was primarily attributable to $544,700 of proceeds from the sale of equity securities during the year-end June 30, 2026.
Current report
The estimates described below involve the greatest degree of estimation uncertainty and have had, or are reasonably likely to have, a material effect on our financial condition or results of operations. The discussion below supplements, and should be read together with, the accounting policies described in Note 1 to the Financial Statements.
Current report
Neurobridge intellectual property — valuation and classification. The $1,840,000 acquisition cost of the intellectual property acquired in the Neurobridge transaction was measured based on the estimated acquisition-date fair value of the Series B Convertible Preferred Stock issued as consideration. The valuation of the Series B Convertible Preferred Stock required significant judgment regarding the valuation methodology and inputs, including the value of the underlying Common Stock, the probability and timing of stockholder approval of conversion, and discounts associated with marketability and transfer restrictions. The acquisition cost was allocated among the acquired intellectual property assets based on their relative fair values. The acquired intellectual property assets were classified as finite-lived intangible assets. Certain acquired intellectual property assets were available for their intended use as of the acquisition date and are being amortized on a straight-line basis over estimated useful lives ranging from 10 to 15 years. The remaining acquired intellectual property assets were not yet available for their intended use as of June 30, 2026 and, accordingly, amortization had not commenced. The Company will reassess the useful lives and available-for-use conclusions as additional legal, regulatory, technological and commercial information becomes available (see Notes 5 and 12).
Current report
***Contingent consideration.***The contingent consideration liability arising from the GEDi Cube acquisition is a recurring Level 3 fair value measurement based on the probability-weighted number of contingent shares expected to be issued and the value of the Common Stock. The measurement changed materially during the periods presented (an $11,090,000 less favorable year-over-year change), and the recorded amount is directly sensitive to the Company’s stock price and to management’s assessment of the probability of the milestone conditions; changes in either input could materially affect future earnings.
Current report
***Litigation accruals and insurance recoveries.***Accruals for loss contingencies and any related insurance receivables require judgments about the probability and estimability of losses and the recoverability of insurance proceeds under ASC 450.
Removed paragraphs (17)
Previous report
Lunai Bioworks Inc. operates through three subsidiaries, Renovaro Biosciences, Renovaro Cube and BioSymetrics Inc. Renovaro Cube refers to GediCube Intl. Ltd. and its wholly owned subsidiaries GediCube, B.V. and Grace Systems B.V., which were acquired on February 13, 2024. BioSymetrics Inc. refers to BioSymetrics Inc. and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025.
Previous report
Renovaro Biosciences is a biotechnology company intending, if the necessary funding is obtained, to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers. As a result of our acquisition of GEDi Cube Intl on February 13, 2024 and BioSymetrics Inc. on April 8, 2025, we have shifted the Company’s primary focus and resources to the development of the GEDi Cube Intl and BioSymetrics Inc. technologies.
Previous report
On July 7, 2025, Renovaro Inc. (“Renovaro”) 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.
Previous report
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 53.6 million shares of common stock (the “Conversion Shares”), based on the stated $0.30 per share conversion price. The $0.30 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 53.6 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.
Previous report
RESULTS OF OPERATIONS
Previous report
Net other income (expenses) for the years ended June 30, 2025 and 2024 was $10,958,513 and $(6,786,532), respectively, representing a change of $17,745,045 or 261%. The increase in other income was due primarily to the change in the fair value of the contingent consideration in the amount of $11,680,000, which resulted from the mark to market adjustment on the remaining contingent consideration liability in the year ended June 30, 2025, offset by interest expense of $725,684.
Previous report
Net loss for the years ended June 30, 2025 and June 30, 2024 was $178,007,489 and $88,425,828, respectively, representing an increase in net loss of $89,581,661 or 101%. The increase in net loss was primarily due to the increase of non-cash goodwill impairment of $158,779,429, offset by the decrease in non-cash intangible asset impairment of $42,611,000, decrease in general and administrative expenses of $6,677,558, decrease in research and development expenses of $2,171,401 and by the change in fair value of contingent consideration of $14,728,183.
Previous report
As noted above under the heading “Going Concern and Management’s Plans,” through June 30, 2025, we have incurred substantial losses. We will need additional funds both in the next twelve months and beyond for (a) research and development, (b) increases in personnel, (c) the purchase of equipment, and investment in the development and validation of our technology. The availability of any required additional funding cannot be assured. In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in the future may be involved could adversely affect our liquidity and financial position. We may raise such funds from time to time through public or private sales of our equity or debt securities. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could materially adversely affect our growth plans and our financial condition and results of operations.
Previous report
As of June 30, 2025, the Company had $92,700 in cash and working capital of $(28,109,502) as compared to $220,467 in cash and working capital of $(28,312,274) as of June 30, 2024. The decrease in cash of $127,767 is primarily due to the cost of operations of $7,874,647, investment in equity securities of $500,000 and repayments of finance agreement of $971,231, partially offset by funding totaling $9,354,003 related to private placements and proceeds from note payables during the period.
Previous report
On April 8, 2025, the Company issued 15,000,000 shares of Common Stock valued at $6,058,500 pursuant to the Stock Purchase Agreement of Biosymetrics, Inc. (see Note 10 to the Financial Statements).
Previous report
On January 21, 2025, the Company issued 250,000 shares of Common Stock to its Chief Executive Officer of Renovaro Cube valued at $177,500(see Note 10 to the Financial Statements).
Previous report
On October 17, 2024, the Company issued 160,000 shares of Common Stock for consulting services valued at $118,400(see Note 10 to the Financial Statements).
Previous report
On October 14, 2024, the Company issued 500,000 shares of Common Stock for consulting services valued at $275,000(see Note 10 to the Financial Statements).
Previous report
On October 14, 2024, the Company issued 250,000 shares of Common Stock to its Chief Executive Officer valued at $137,500(see Note 10 to the Financial Statements).
Previous report
On August 1, 2024, the Company issued 2,000,000 shares of Common Stock for consulting services valued at $1,400,000(see Note 10 to the Financial Statements).
Previous report
The January 2024 Note and December 2023 Notes balance at June 30, 2025 was $245,000 (see Note 8 to the Financial Statements).
Previous report
Net cash used in investing activities for the years ended June 30, 2025 and 2024 was $500,000 and $1,260,179, respectively, representing an decrease of $760,179. The decrease in cash used is primarily due to notes receivable prior to acquisition of Renovaro Cube of $1,255,600 in the prior period compared to $500,000 used for investment in equity securities in year ended June 30, 2025.
Reworded paragraphs (35)
Previous wording
To date, our operations have been funded by sales of our securities and debt financing. We have never generated any sales revenue and we expect this to continue until our products are approved for marketing in the United States and/or Europe. Even if we are successful in having our products approved for sale in the United States and/or Europe, we cannot guarantee that a market for the products will develop. We may never be profitable.
Current wording
To date, our operations have been funded by sales of our securities and debt financing. We have not generated revenue from product sales. During fiscal 2026, we recognized $51,992 of service revenue from a single research services customer. We do not expect material product revenue until our products are approved for marketing in the United States, Canada and/or Europe. Even if we are successful in having our products approved for sale in the United States, Canada and/or Europe, we cannot guarantee that a market for the products will develop. We may never be profitable.
Previous wording
As a result of the foregoing transactions, the Company (i) eliminated $9.7 million of secured indebtedness, (ii) issued $16.1 million in Convertible Notes to the same holders, and (iii) issued 53.6 million shares of common stock upon full conversion of such Convertible Notes. The shares of common stock will be issued on or before July 11, 2025, and no cash will be issued for any fractional shares. The transactions did not involve any cash proceeds to the Company.
Current wording
As a result of the foregoing transactions, the Company (i) eliminated $9.7 million of secured indebtedness, (ii) issued $16.1 million in Convertible Notes to the same holders, and (iii) issued 669,477 shares of common stock (on the same split-adjusted basis) upon full conversion of such Convertible Notes. No cash was issued for any fractional shares. The transactions did not involve any cash proceeds to the Company.
Previous wording
The financial statements included elsewhere herein for the year ended June 30, 2025, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. As of June 30, 2025, we had cash and cash equivalents of $92,700, an accumulated deficit of $510,462,570 and total liabilities of $29,580,681. We have incurred losses from continuing operations, have used cash in our continuing operations, and are dependent on additional financing to fund operations. These conditions raise substantial doubt about our ability to continue as a going concern for one year after the date the financial statements are issued. The financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Current wording
The financial statements included elsewhere herein for the year ended June 30, 2026, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. As of June 30, 2026, we had cash and cash equivalents of $1,713,653, an accumulated deficit of $514,025,049 and total liabilities of $18,966,734. We have incurred losses from continuing operations, have used cash in our continuing operations, and are dependent on additional financing to fund operations. These conditions raise substantial doubt about our ability to continue as a going concern for one year after the date the financial statements are issued. The financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Previous wording
Management has reduced overhead and administrative costs by streamlining the organization to focus around the development and validation of its AI driven cancer diagnostics platform. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to attempt 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.
Current wording
Management has reduced overhead and administrative costs by streamlining the organization to focus on its AI -driven precision medicine platform, therapeutic programs and biodefense initiatives. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to attempt 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.
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 year ended June 30, 2026, we recognized $51,992 of service revenue from a single research-services customer. The Company had no revenues from continuing operations in prior periods. We have incurred losses since inception and 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 years ended June 30, 2025 and 2024 were $188,966,002 and $81,639,296, respectively, representing an increase of $107,326,706 or 131%. The largest contributors to the increase in operating expenses for the year ended June 30, 2025, were the increase in the non-cash goodwill impairment of $158,779,429 partially offset by the decreases in the non-cash intangible asset impairment of $42,611,000, general and administrative expenses of $6,677,558 and in research and development expenses of $2,171,401 compared to the year ended June 30, 2024.
Current wording
Our operating expenses for the years ended June 30, 2026 and 2025 were $8,749,925 and $188,966,002, respectively, representing a decrease of $180,216,077 or 95%. The largest contributors to the decrease in operating expenses for the year ended June 30, 2026, were the decreases in the non-cash goodwill impairment of $170,419,429, general and administrative expenses of $10,080,080, and research and development expenses of $512,910, partially offset by the increase in the non-cash long-lived asset impairment of $831,915 compared to the year ended June 30, 2025.
Previous wording
General and administrative expenses for the years ended June 30, 2025 and 2024, were $17,880,050 and $24,557,608, respectively, representing a decrease of $6,677,558, or 27%. The decrease in general and administrative expenses is primarily related to decreases in consulting expenses of $2,783,367, legal expenses of $2,260,485, stock based compensation expense of $1,359,838, sales tax expense of $717,744, investor relations expenses of $526,229, advertising expenses of $247,491, board member compensation of $238,855, partially offset by an increase in compensation related expenses of $986,127, rent expenses of $174,590, information technology expenses of $145,199 and subscription related expenses of $112,738.
Current wording
General and administrative expenses for the years ended June 30, 2026 and 2025, were $7,799,970 and $17,880,050, respectively, representing a decrease of $10,080,080, or 56%. The decrease in general and administrative expenses is primarily related to decreases in consulting expenses of $2,137,055, legal expenses of $2,412,596, stock based compensation expense of $2,682,902, salaries of $1,796,534, advertising expenses of $22,899, board member compensation of $29,069, rent expense of $371,441, partially offset by an increase in investor relations expenses of $94,100 and state tax franchise fees of $126,381.
Previous wording
Research and development expenses for the years ended June 30, 2025, and 2024, were $537,428 and $2,708,829, respectively, representing a decrease of $2,171,401 or 80%. The decrease in research and development expenses is primarily related to decreases in collaborating partner expenses of $1,351,135 with CDMO and CROs related to discontinued product candidates, decreases in consulting expenses of $534,564, and decreases in consumables of $241,982.
Current wording
Research and development expenses for the years ended June 30, 2026, and 2025, were $24,518 and $537,428, respectively, representing a decrease of $512,910 or 95%. The decrease in research and development expenses is primarily related to decreases in consumables of $345,682 and decreases in consulting expenses of $136,936.
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 $51,992 of service revenue from a single research-services customer during the year ended June 30, 2026, this revenue is not sufficient to support our operations, and we do not anticipate generating revenue sufficient to support operations until our therapies or core diagnostic products are approved for marketing in the United States, Canada and/or Europe. Even if we are successful in having our therapies or products approved for sale in the United States, Canada and/or Europe, we cannot guarantee that a market for the therapies or products will develop. We may never be profitable.
Previous wording
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 $3.38.
Current wording
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 $270.
Previous wording
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.** **
Current wording
From July 21, 2025 to March 17, 2026, the Company issued Promissory Notes in the aggregate principal amount of $803,000. 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 converted to equity as of March 24, 2026. The exchange resulted in a $1,086,116 loss on extinguishment of debt (see Note 7 to the Financial Statements).
Previous wording
On August 18, 2025, the Company issued Promissory Notes in the aggregate principal amount of $1,000,000. 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.** **
Current wording
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. As of June 30, 2026, the notes balance was settled in full with total principal of $1,000,000 and interest of $108,494.
Previous wording
***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. Notwithstanding the immediately foregoing, at the option of the holder, interest may accrue on the December Notes on a quarterly basis. The December 2023 Notes are convertible into shares of the Company’s Common Stock in whole or in part at any time and from time to time, after the original issue date and prior to the Maturity Date, at a conversion price of $3.38 per share.
Current wording
***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. During the year ended June 30, 2026, the holder elected to receive a cash payment of the December 2023 Notes rather than conversion into shares of common stock. The conversion feature expired upon the election of a cash payment and the December 2023 Notes are no longer convertible. The holder subsequently transferred the December 2023 Notes to an unrelated party. As of June 30, 2026, the outstanding principal balance was $120,000 and accrued interest was $36,414 (see Note 7 to the Financial Statements).
Previous wording
***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. The notes balance at June 30, 2025, was $3,450,000 with Paseco ApS and Laksya Ventures Inc. each holding $1,725,000 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was zero with Paseco ApS and Laksya Ventures Inc (see Note 7 to the Financial Statements).
Previous wording
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. The note balance at June 30, 2025, was $2,650,000 with Paseco ApS and Laksya Ventures Inc. each holding $1,325,000 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026, was zero with Paseco ApS and Laksya Ventures Inc (see Note 7 to the Financial Statements).
Previous wording
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. The note balance at June 30, 2025 was approximately $530,000 with Paseco ApS and Laksya Ventures Inc. each holding approximately $265,000 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was approximately zero with Paseco ApS and Laksya Ventures Inc (see Note 7 to the Financial Statements).
Previous wording
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 June 30, 2025 was approximately $238,000 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was approximately $268,000 (see Note 7 to the Financial Statements).
Previous wording
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. The note balance at June 30, 2025 was $100,000 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was zero (see Note 7 to the Financial Statements).
Previous wording
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. The note balance at June 30, 2025 was approximately $59,000 with Paseco ApS and Laksya Ventures Inc. each holding approximately $30,000 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was zero with Paseco ApS and Laksya Ventures Inc. (see Note 7 to the Financial Statements).
Previous wording
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. The note balance, net of discount at June 30, 2025 was $105,263 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was zero (see Note 7 to the Financial Statements).
Previous wording
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. The note balance, net of discount at June 30, 2025 was $526,315 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was zero (see Note 7 to the Financial Statements).
Previous wording
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. The note balance, net of discount at June 30, 2025 was $750,000 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026 was zero. (see Note 7 to the Financial Statements).
Previous wording
**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 and matured 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. The Promissory Note balance at June 30, 2025 is $831,497.
Current wording
**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 June 30, 2026 was zero.
Previous wording
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 (see Note 8 to the Financial Statements).
Current wording
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 June 30, 2026, Rene Sindlev remains the only Holder with lien rights. (see Note 7 to the Financial Statements).
Previous wording
At June 30, 2025, we had cash and cash equivalents of $92,700, a decrease of $127,767, when compared to the June 30, 2024 balance of $220,467. This decrease was primarily due to cash used in operating activities, partially offset by cash provided by financing activities.
Current wording
At June 30, 2026, we had cash and cash equivalents of $1,713,653, an increase of $1,620,953, when compared to the June 30, 2025 balance of $92,700. This increase was primarily due to cash provided from financing activities, partially offset by cash used in operating activities.
Previous wording
We plan to use our cash and cash equivalents to fund research and development, specifically to increase investment in the development and validation of our AI driven cancer diagnostics platform. These activities will require an increase in selling, general and administrative costs, and research and development costs to support the expected growth. As additional funds are required, we may raise such funds from time to time through public or private sales of our equity or debt securities.
Current wording
To the extent additional capital becomes available, we expect to allocate funds to research and development, including the continued development and validation of our AI -driven precision medicine platform, therapeutic programs and biodefense initiatives. These activities will require an increase in selling, general and administrative costs, and research and development costs to support the expected growth. As additional funds are required, we may raise such funds from time to time through public or private sales of our equity or debt securities.
Previous wording
Cash used in operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting our net loss for non-cash items and changes in operating assets and liabilities. Net cash used in operating activities for the years ended June 30, 2025 and 2024 was $7,874,647 and $10,971,430, respectively, representing a decrease of $3,096,783. The decrease is primarily related to the changes in our operating assets and liabilities.
Current wording
Cash used in operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting our net loss for non-cash items and changes in operating assets and liabilities. Net cash used in operating activities for the years ended June 30, 2026 and 2025 was $5,288,197 and $7,874,647, respectively, representing a decrease of $2,586,450. The decrease in operating cash usage principally reflects the Company’s lower cash operating cost structure following the restructuring, including reduced payroll and professional-services payments and the elimination of GEDi Cube B.V.’s operating cash requirements after its deconsolidation, together with the timing of payments of liabilities.
Previous wording
Net cash provided by financing activities for the years ended June 30, 2025 and 2024 was $8,382,772 and $10,517,455, respectively, representing a decrease of $2,134,683. The net cash provided by financing activities in the current year consists primarily of $2,376,181 of proceeds from private placements, $6,977,822 from the issuance of notes, and partially offset by repayments of $971,231 under a finance agreement. The prior year net cash from financing activities primarily consisted of 3,000,000 of proceeds from private placements, $8,045,663 from the issuance of notes, and $341,865 of proceeds from the exercise of warrants, partially offset by repayments of $870,073 under a finance agreement.
Current wording
Net cash provided by financing activities for the years ended June 30, 2026 and 2025 was $6,391,458 and $8,382,772, respectively, representing a decrease of $1,991,314. The net cash provided by financing activities in the current year consists primarily of 750,000 of proceeds from the November 2025 private placement, $5,047,829 of proceeds from ATM offerings, $2,323,000 from the issuance of notes, and partially offset by repayments of $729,370 under a finance agreement and repayments of notes payable of $1,000,001 (aggregate repayments of $1,729,371). The prior year net cash from financing activities primarily consisted of$2,376,181 of proceeds from private placements, $6,977,822 from the issuance of notes, and partially offset by repayments of $971,231 under a finance agreement.
Previous wording
Definite life intangible assets relate to patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350,Goodwill and Other Intangible Assets. Intangible assets are recorded at cost. Patent costs capitalized consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Definite life intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application.
Current wording
Definite life intangible assets relate to patents, IP, software, and trademark. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350,Goodwill and Other Intangible Assets. Intangible assets are recorded at cost. Patent costs capitalized consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Definite life intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application.
Previous wording
Impairment of Goodwill and Indefinite Lived Intangible Assets – We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the carrying value of the reporting unit exceeds its fair value, we record an impairment loss for such excess. The annual fair value analysis performed on goodwill supported that goodwill was impaired as of June 30, 2025. The Company recorded an impairment loss of $47,614,729 for the period ended September 30, 2024 and $122,804,700 for the period ended June 30, 2025, related to goodwill during the year ended June 30, 2025 (see Note 6 to the financial statements).
Current wording
Impairment of Goodwill and Indefinite Lived Intangible Assets – We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the carrying value of the reporting unit exceeds its fair value, we record an impairment loss for such excess. The annual fair value analysis performed on goodwill supported that goodwill was impaired as of June 30, 2025. The Company recorded an impairment loss of $170,419,729 for the period ended June 30, 2025. For the period ended June 30, 2026, the Company performed its annual impairment assessment and determined that no impairment of goodwill existed (see Note 5 to the financial statements).
Previous wording
For indefinite-lived intangible assets, such as licenses acquired as an In-Process Research and Development (“IPR&D”) asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. For the year ended June 30, 2025, the carrying value of IPR&D was zero. For the year ended June 30, 2024, the carrying value of the licenses acquired as an IPR&D asset exceeded its fair value, due to changes in the projected economic benefits to be realized from these assets. The Company recorded impairment losses of zero and $42,611,000 during the years ended June 30, 2025 and 2024, respectively (see Note 6 to the financial statements).
Current wording
For indefinite-lived intangible assets, such as licenses acquired as an In-Process Research and Development (“IPR&D”) asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. For both the year ended June 30, 2026 and June 30, 2025, the carrying value of IPR&D was zero, respectively. For both the years ended June 30, 2026 and June 30, 2025, the Company recorded impairment losses of zero, respectively (see Note 5 to the financial statements).
Previous wording
The carrying values of IPR&D and goodwill at June 30, 2025, were zero and $5,963,000, respectively.
Current wording
The carrying values of IPR&D and goodwill at June 30, 2026 and 2025, were zero and $5,963,000, respectively.
Previous wording
Fair Value of Financial Instruments– 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. There were no Level 2, or 3 assets, nor any Level 1, or 2 liabilities measured at fair value on a recurring basis as of June 30, 2025.
Current wording
Fair Value of Financial Instruments– 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 of June 30, 2026, the Company’s recurring fair value measurements consisted solely of the contingent consideration liability, which is measured using Level 3 inputs (see Note 3); the Company held no Level 1 or Level 2 assets or liabilities measured at fair value on a recurring basis as of that date.
Previous wording
Level 1 assets held as of June 30, 2025, consisted of an investment in equity securities related to an extension agreement entered on February 28, 2024. The Company purchased 467,290 shares of common stock at a purchase price of $1.07 per share. The investment in equity securities was recorded at a fair value of $500,000 at the time of purchase and is subsequently remeasured to fair value at the end of each reporting period. As of June 30, 2025, the Company held 467,290 shares of common stock in connection with the investment in equity securities.
Current wording
Level 1 assets held as of June 30, 2025, consisted of 467,290 shares of common stock, which had been acquired on February 28, 2025 for $500,000, or $1.07 per share. The investment was remeasured to fair value at the end of each reporting period. During the year ended June 30, 2026, the Company sold all 467,290 shares. Accordingly, the Company held no Level 1 assets as of June 30, 2026.
Previous wording
Stock-Based Compensation -The Company has granted stock options, restricted share units (“RSUs”) and warrants to certain employees, officers, directors, and consultants. The Company accounts for options in accordance with the provisions ofFASB ASC Topic 718, Compensation – Stock Compensation**. Stock based compensation costs for the vesting of options and RSUs granted to certain employees, officers, directors, and consultants for the years ended June 30, 2025 and 2024 were $3,313,291 and $4,673,129, respectively (see Note 10 to the Financial Statements).
Current wording
Stock-Based Compensation -The Company has granted stock options, restricted share units (“RSUs”) and warrants to certain employees, officers, directors, and consultants. The Company accounts for options in accordance with the provisions ofFASB ASC Topic 718, Compensation – Stock Compensation**. Stock based compensation costs for the vesting of options and RSUs granted to certain employees, officers, directors, and consultants for the years ended June 30, 2026 and 2025 were $630,389 and $3,313,291, respectively (see Note 9 to the Financial Statements).
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations