Lunai Bioworks Inc.

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 (“Renovaro Cube”), as a wholly owned subsidiary pursuant to a stock purchase agreement. 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”).

**Principles of Consolidation –**For the years ended June 30, 2026 and 2025, the consolidated financial statements include the accounts and operations of Lunai, and its wholly owned subsidiaries. All material inter-company transactions and accounts have been eliminated in the consolidation.

**Subsidiaries –**Renovaro Biosciences Inc. (“Renovaro Biosciences”), formerly Renovaro Biopharma Inc., was incorporated on May 19, 2017 in Delaware and is a 100% owned subsidiary of Lunai. Renovaro Biosciences owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans.

Renovaro Biosciences Denmark ApS (“Renovaro Denmark”), formerly Enochian Biosciences Denmark ApS a Danish corporation was incorporated on April 1, 2001. On February 12, 2014, in accordance with the terms and conditions of a Share Exchange Agreement, the Company acquired Renovaro Denmark and it became a 100% owned subsidiary of Lunai subject to 185,053 pre-split shares of Common Stock of Lunai (2,313 shares as adjusted for the subsequent reverse stock splits) held in escrow according to Danish law (the “Escrow Shares”). As of June 30, 2026, there are 214 Escrow Shares remaining (see Note 9).

On February 13, 2024, the Company acquired 100% of Renovaro Cube. As a result of the acquisition, Renovaro Cube became a wholly-owned subsidiary of the Company (see Note 12).

On April 8, 2025, the Company acquired 100% of BioSymetrics, Corp. As a result of the acquisition, BioSymetrics, Corp. became a wholly-owned subsidiary of the Company (see Note 12).

On May 1, 2026, the Company, through its wholly owned subsidiary Lunai Bioworks IP, Inc., a Delaware corporation, acquired Neurobridge IP Holdings Incorporated pursuant to an Agreement and Plan of Merger dated April 27, 2026, under which Neurobridge merged with and into Lunai Bioworks IP, Inc., with Lunai Bioworks IP, Inc. continuing as the surviving corporation (see Note 12).

**Use of 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.

Functional Currency and Foreign Currency Translation– The functional currency of Renovaro Denmark is the Danish Kroner (“DKK”), 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 years ended June 30, 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.

**Cash and Cash Equivalents **– The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Concentration of Credit Risk – Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, exceed the amount of deposit insurance provided within the relevant jurisdiction where the deposits are held. As of June 30, 2026, and June 30, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

**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 and subsequently sold for proceeds of $544,700 in 2025. During the years ended June 30, 2026 and 2025, the Company recorded a change in fair value of equity securities for $156,849 and ($112,149), respectively (see Note 3). The investment in equity securities balance at June 30, 2026 and June 30, 2025, was zero and $387,851, respectively.

Insurance Receivable – The Company recognizes insurance receivables associated with expected recoveries of costs incurred for litigation which is probable of incurring a loss and for which it is probable the Company will receive coverage under its existing insurance policies. The Company records any such recoveries on a gross basis and does not net such amounts against any related loss contingency accruals.

Property and Equipment- Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized and depreciated upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets, which range from four to ten years (see Note 4).

**Intangible Assets -**The Company has both definite and indefinite life intangible assets.

Definite life intangible assets relate to patents and intellectual property. 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.

Indefinite life intangible assets include license agreements and goodwill acquired in a business combination. The Company accounts for indefinite life intangible assets in accordance with ASC 350. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment on June 30 or whenever events or changes in circumstances indicate the fair value of the license is less than the carrying amount.

Goodwill - Goodwill is not amortized but is evaluated for impairment annually as of June 30 or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be less than the fair value of the reporting unit.

**Revenue Recognition –**The Company recognizes revenue in accordance with ASC 606 when control of promised services is transferred to the customer. During the year ended June 30, 2026 the Company began providing research services under a fixed fee services agreement with a single customer. The agreement represents a single performance obligation satisfied over time, and revenue is recognized ratably over the 18-month service period. Amounts billed in advance of performance are recorded as deferred revenue. Revenue for the years ended June 30, 2026 and June 30, 2025 was $51,992 and zero, respectively.

**Impairment of Goodwill **– 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.

During the year ended June 30, 2025, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the decline in the estimated fair value of the reporting unit based on the Company’s market capitalization. Management concluded the significant driver for the change in the economic benefits was due to the Company’s continued inability to raise capital for the further development of the technologies within this reporting unit. 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. During the year ended June 30, 2026, the Company recorded no impairment loss as the asset was fully impaired.

The carrying value of goodwill at June 30, 2026 and 2025 was $5,963,000 and $5,963,000, respectively.

**Impairment of Long-Lived Assets -**Long-lived assets, such as property and equipment and definite life intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use are their respective fair values. Impairment of these assets for the years ended June 30, 2026 and 2025 was $831,915 and 0 zero respectively.

Leases - In accordance with ASC Topic 842, the Company determined the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter. The lease terms include any renewal options and termination options that the Company is reasonably assured to exercise, if applicable. The present value of lease payments is determined by using the implicit interest rate in the lease, if that rate is readily determinable; otherwise, the Company develops an incremental borrowing rate based on the information available at the commencement date in determining the present value of the future payments.

Rent expense for operating leases is recognized on a straight-line basis over the lease term unless the related operating lease right-of-use asset has been impaired. Following an impairment of an operating lease right-of-use asset, the Company recognizes a single lease cost consisting of the straight-line amortization of the remaining right-of-use asset balance, if any, together with the accretion of the related lease liability using the discount rate established for the lease. Lease expense is included in general and administrative expenses in the consolidated statements of operations.

**Research and Development Expenses –**The Company expenses research and development costs incurred in formulating, improving, validating, and creating alternative or modified processes related to and expanding the use of the Company’s technologies. Research and development expenses for the years ended June 30, 2026 and 2025 amounted to $24,518, and $537,428 respectively.

**Income Taxes **- The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes, which requires an asset and liability approach for accounting for income taxes (see Note 8).

Loss Per Share - The Company calculates earnings (loss) per share in accordance with FASB ASC 260 Earnings 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 for basic EPS) and potentially dilutive common shares. Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised. The shares of Common Stock outstanding at June 30, 2026 and 2025 were 4,615,503 and 2,217,411, respectively. Because of the net loss for each of the years ended June 30, 2025 and June 30, 2026, dilutive shares for both periods were excluded from the diluted EPS calculation, as the effect of these potential shares of Common Stock is anti-dilutive. The Company had 170,864 and 111,670 potential shares of Common Stock excluded from the diluted EPS calculation for the years ended June 30, 2025 and 2026, respectively. In addition,1,666,666 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (as adjusted for the May 2026 Reverse Stock Split; 13,333,333 before such adjustment) were excluded from the diluted EPS calculation for the year ended June 30, 2026 because the Series B Preferred Stock is not convertible prior to receipt of the Stockholder Approval described in Note 9 and the effect of such shares would be anti-dilutive.

**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.

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**.**

The Company recognizes compensation costs for stock option awards to employees, officers 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 value of the stock options granted using the Black-Scholes option-pricing model are the expected term of the award, the underlying stock price volatility, the risk-free interest rate, and the expected dividend yield. The Company accounts for forfeitures as they occur.

The Company records stock-based compensation for services received from non-employees in accordance withASC 718, Compensation—Stock Compensation Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to consultants and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the consultants’ required service period, which is generally the vesting period.

The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which the Company adopted for the year ended June 30, 2025 (see Note 13). In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is effective for the Company for the year ended June 30, 2026 and requires disaggregated rate-reconciliation and income-taxes-paid disclosures (see Note 8). In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which is effective for the Company for the year ending June 30, 2028; the Company is evaluating its impact. Other 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.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which amends Income Taxes (Topic 740). The FASB issued this update to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. We adopted this ASU on January 1, 2025, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements (see Note 6, Income Taxes). The adoption of this guidance did not have an impact on our consolidated financial position, results of operations or cash flows.

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. The Company incurred a net loss of $3,562,479 and $178,007,489 for the years ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the Company had cash and cash equivalents of $1,713,653 and an accumulated deficit of $514,025,049 and a working capital deficit of $16,874,093. 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.

Subsequent to June 30, 2026, the Company continued to use cash to fund its operations. 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.

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 secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain additional 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. Management’s plans are dependent upon the Company’s ability to obtain additional financing, which is not assured. Accordingly, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.

Funding that the Company may receive during fiscal year 2027 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, and to support the development and commercialization of the Company’s products and product candidates.

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:

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; the Company held no Level 1 or Level 2 assets or liabilities measured at fair value on a recurring basis as of that date.

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 1 assets held as of June 30, 2025, consisted of an investment in equity securities related to an extension agreement entered on February 28, 2025. 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 and June 30, 2026, the Company held 467,290 shares and 0 shares, respectively, of common stock in connection with the investment in equity securities.

Level 3 liabilities held as of June 30, 2025, 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)885,427 shares of Common Stock, and (ii) the right to receive up to 148,744 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 June 30, 2026, there were 31,265 contingent shares issuable in connection with the Acquisition.

The Company’s assets and liabilities measured at fair value on recurring bases as of June 30, 2026 were as follows:

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 June 30, 2026, were:

At initial recognition of the contingent consideration, the inputs were:

The following table sets forth the Level 3 liability at June 30, 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.

The roll forward of contingent consideration liability is as follows:

NOTE 4 -PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2026 and 2025:

Depreciation expense amounted to $30,243 and $119,193 for the years ended June 30, 2026 and 2025, respectively.

NOTE 5 —INTANGIBLE ASSETS AND GOODWILL

At June 30, 2026, definite-life intangible assets, net of accumulated amortization, consisted of intellectual property, patents, software platform and trademarks on the Company’s products and processes of $1,819,394, zero, $107,896 and $3,090 respectively. At June 30, 2025, definite-life intangible assets, net of accumulated amortization, consisted of patents, software platform and trademarks on the Company’s products and processes of$14,994, $143,000 and $8,000. The patents are recorded at cost and amortized over twenty years from the date of application. Amortization expense for the years ended June 30, 2026 and 2025 was $63,279 and $9,902, respectively.

At June 30, 2026 and 2025, indefinite life intangible assets consisted of goodwill.

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

Expected future amortization expense is as follows:

On February 13, 2024, the Company acquired Renovaro Cube as a wholly owned subsidiary pursuant to a stock purchase agreement. As part of the acquisition of Renovaro Cube, the Company acquired goodwill valued at $159,464,039.

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.

On May 1, 2026, the Company, through its wholly owned subsidiary Lunai Bioworks IP, Inc., acquired Neurobridge IP Holdings Incorporated, which held intellectual property relating to the N2B intranasal drug delivery platform and a related Alzheimer’s disease compound, in exchange for eight shares of the Company’s Series B Convertible Preferred Stock. The acquisition-date fair value of the Series B Convertible Preferred Stock issued as consideration was $1,840,000. The acquisition cost was allocated to the acquired intellectual property based on the relative fair values of the individual acquired assets (see Note 12). The acquired intellectual property consists of four asset units, all of which were capitalized as finite-lived intangible assets. Units A and B, with allocated carrying amounts of $263,689 and $1,060,579, respectively, were available for their intended use as of the acquisition date and are being amortized on a straight-line basis over estimated useful lives of 15 years and 10 years, respectively. Units C and D, with allocated carrying amounts of $399,277 and $116,455, respectively, were not yet available for their intended use as of June 30, 2026 and, accordingly, amortization has not commenced. Amortization expense related to the acquired intellectual property was approximately $20,606 for the year ended June 30, 2026.

Impairment

Following the fourth quarter of each year, management performs its annual test of impairment of intangible assets by performing an assessment and determines if it is more likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset.

During the quarter ended September 30, 2024, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the decline in the estimated fair value of the reporting unit based on the Company’s market capitalization. Management concluded the significant driver for the change in the economic benefits was due to the Company’s continued inability to raise capital for the further development of the technologies within this reporting unit. Therefore, an impairment adjustment of $47,614,729 was recorded for the period ended September 30, 2024.

During the quarter ended June 30, 2025, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the decline in the estimated fair value of the reporting unit based on the Company’s market capitalization. Management concluded the significant driver for the change in the economic benefits was due to the Company’s continued inability to raise capital for the further development of the technologies within this reporting unit. Therefore, an impairment adjustment of $122,804,700 was recorded for the period ended June 30, 2025.

During the year ended June 30, 2026 no impairment adjustment was recorded.

NOTE 6 —LEASES

Operating Leases—On June 19, 2018, Lunai entered into a Lease Agreement for a term of ten years from September 1, 2018, with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, Lunai entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the first year to $23,186 per month for the tenth year. The equalized monthly lease payment for the term of the lease is $20,050. As of June 30, 2026, the Company was in default under the lease agreement due to unpaid rent and other amounts due thereunder.

Renovaro Cube leases an office facility in Amsterdam, Netherlands, under a 30-month operating lease agreement commencing on September 1, 2023, with a maturity date of February 28, 2026. In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. The Company mutually terminated this lease on April 29, 2025.

Lunai entered an office lease in Boca Raton, Florida, under a 36-month operating lease agreement commencing on November 1, 2024, with a maturity date of October 31, 2027. In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. As of June 30, 2026, the Company was in default under the lease agreement due to unpaid rent and other amounts due thereunder.

Impairment of Right-of-Use Assets — During the year ended June 30, 2026, the Company recognized impairment charges totaling $509,884 related to its operating lease right-of-use assets associated with its office facilities. The impairment charges were recognized as a result of the Company's assessment that the carrying values of these assets were no longer recoverable due to the Company's financial condition, defaults under its lease agreements, and cessation of use of the leased facilities. As of June 30, 2026, the Company's operating lease right-of-use assets had been fully impaired, resulting in a carrying value of zero. The $509,884 impairment charge is included in the $831,915 of long-lived asset impairment reported in the accompanying consolidated statements of operations.

The Company identified and assessed the following significant assumptions in recognizing the right-of-use assets and corresponding liabilities:

Expected lease term— The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods when it is reasonably certain that the Company would exercise such options. The Company’s leases have a remaining lease term of 14 and 16 months. As of June 30, 2026, the weighted-average remaining term is 1.19 years.

Incremental borrowing rate — The Company’s lease agreements do not provide an implicit rate. As the Company does not have any external borrowings for comparable terms of its leases, the Company estimated the incremental borrowing rate based on the U.S. Treasury Yield Curve rate that corresponds to the length of each lease. This rate is an estimate of what the Company would have to pay if borrowing on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. As of June 30, 2026, the weighted-average discount rate is 4.20%.

Lease and non-lease components — In certain cases the Company is required to pay for certain additional charges for operating costs, including insurance, maintenance, taxes, and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. The Company determined that these costs are non-lease components, and they are not included in the calculation of the lease liabilities because they are variable. Payments for these variable, non-lease components are considered variable lease costs and are recognized in the period in which the costs are incurred.

Below are the lease commitments for the next 5 years:

NOTE 7 —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 $270.

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.

Notes Payable—

Bridge Loans —

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.

***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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

**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.

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.

Related Party Notes —

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.

Finance Agreement—

On January 7, 2026, the Company entered into a premium finance agreement (the “Agreement”) related to insurance, which resulted in the recognition of a liability and prepaid expense with a principal amount of $608,075 at 7.50% interest per annum, which is reflected on the consolidated balance sheet under “other current liabilities” and “prepaid assets and other assets”, respectively. The repayment of the Agreement will be made in nine equal monthly installments of $50,673 after a down payment of $152,018. For the years ended June 30, 2026 and 2025 the Company made payments of $729,370 and $971,231, respectively. The remaining balance at June 30, 2026 is $152,019; the amount is reflected in other current liabilities. For the years ended June 30, 2026 and 2025 the Company recorded total interest expense in the amount of $18,993 and $24,555 related to the Agreement. This amount is reflected in other income and expenses.

Total interest expense recorded for the years ended June 30, 2026 and 2025, was $235,074 and $725,684 respectively.

NOTE 8 —INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes; which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined.

As of June 30, 2026 and 2025, the Company had net operating loss carryforwards of approximately $546,391,356 and $541,603,425, respectively, giving rise to deferred tax assets of $77,665,260 and $76,296,814, respectively. The net operating loss carryforwards generated prior to January 1, 2018 expire over various dates from 2031 to 2038. All subsequent net operating loss carryforwards are indefinite.

The Company files Danish and U.S. income tax returns and these returns are generally no longer subject to tax examinations for years prior to 2022 for the Danish tax returns and 2023 for the U.S. tax returns.

The temporary differences, tax credits and carry forwards gave rise to the following deferred tax assets (liabilities) at June 30, 2026 and 2025:

In accordance with prevailing accounting guidance, the Company is required to recognize and disclose any income tax uncertainties. The guidance provides a two-step approach to recognizing and measuring tax benefits and liabilities when realization of the tax position is uncertain. The first step is to determine whether the tax position meets the more-likely-than-not condition for recognition, and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50%. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which can be difficult to determine and can only be estimated. Management estimates that it is more likely than not that the Company will not generate adequate net profits to use the deferred tax assets; and consequently, a valuation allowance was recorded for all deferred tax assets.

Income (loss) from continuing operations before income taxes was as follows:

A reconciliation of income tax expense (benefit) at the U.S. federal statutory rate to income tax expense (benefit) at the Company’s effective rate is as follows:

Foreign tax effects reflect the tax effect of foreign pretax losses for which no foreign income tax benefit was recognized. The significant foreign jurisdictions were Canada, Denmark and the United Kingdom. State and local income taxes were primarily attributable to state-level filing obligations in the United States.

The components of income tax expense (benefit) from continuing operations for the years ended June 30, 2026 and 2025 consisted of the following:

Income taxes paid, net of refunds received, were as follows:

Deferred income tax expense (benefit) results primarily from the reversal of temporary timing differences between tax and financial statement income.

NOTE 9 —STOCKHOLDERS’ EQUITY

Preferred Stock— The Company has 10,000,000 authorized shares of Preferred Stock, par value $0.0001 per share,1,000,000 of which have been designated as Series A Convertible Preferred Stock and 8 of which have been designated as Series B Convertible Preferred Stock. At June 30, 2025, there were zero shares of both Series A and Series B Convertible Preferred Stock issued and outstanding. At June 30, 2026 there were zero shares of Series A Convertible Preferred Stock and 8 Series B Convertible Preferred Stock issued and outstanding.

**Voting —**Holders of Series A Preferred Stock are entitled to vote together with holders of Common Stock on all matters submitted to a vote of the holders of Common Stock, on an as-’converted basis determined under the conversion ratio described above, as so adjusted.

Holders of Series B Preferred Stock shall not have voting rights and shall not be entitled to vote on any matter submitted to a vote of the stockholders of the Corporation, except as expressly set forth under the limited class-protection rights within the Certificate of Designation.

**Dividends —**The Company shall pay dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.

Holders of Series B Preferred Stock are not entitled to participate in any dividends declared and paid on the Common Stock on an as-converted basis, subject to the terms and conditions set forth in the Certificate of Designation (as filed with the Delaware Secretary of State on May 1, 2026 and incorporated by reference as an exhibit to this Annual Report).

Liquidation Rights — In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount in cash equal to the aggregate liquidation value of all shares held by such holder. The Series A Preferred Stock is not participating preferred.

In the event of any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series B Preferred Stock shall be entitled to receive, out of the assets of the Corporation legally available for distribution to its stockholders, before any distribution or payment shall be made to the holders of Common Stock or any other class or series of capital stock ranking junior to the Series B Preferred Stock, an amount per share equal to the Stated Value (the “Liquidation Preference”). After payment in full of the Liquidation Preference, the holders of Series B Preferred Stock shall not be entitled to any further participation in the distribution of the Corporation’s assets in respect of the Series B Preferred Stock.

Ranking — With respect to dividend rights and rights upon liquidation, dissolution or winding up, the Series B Preferred Stock ranks (i) senior to the Common Stock and to each other class or series of capital stock of the Company that is not expressly made senior to or on parity with the Series B Preferred Stock, including the Series A Convertible Preferred Stock, of which no shares are outstanding, and (ii) junior to all existing and future indebtedness of the Company. The aggregate liquidation preference of the Series B Preferred Stock at June 30, 2026 was $20,000,000, compared with a carrying amount of $1,840,000, which represents the acquisition-date fair value of the shares issued as consideration in the Neurobridge acquisition (see Notes 5 and 12).

Conversion Rights —

Series A Preferred Stock –

Each share of Series A Preferred Stock is convertible, at the holder’s election, into shares of Common Stock at the conversion ratio provided in the “Series A certificate” of designation, as adjusted for subsequent stock splits and other adjustment events. No shares of Series A Preferred Stock were outstanding during the periods presented.

Series B Preferred Stock –

**(a) Conversion Gate.**No share of Series B Preferred Stock shall be convertible into Common Stock prior to the Corporation’s receipt of (i) the affirmative vote of holders of a majority of the votes cast on the Stockholder Approval Proposal at a meeting of the Corporation’s stockholders, or (ii) a written consent in lieu of a meeting of the requisite holders of the Corporation’s voting securities approving the Stockholder Approval Proposal, in each case to the extent permitted by applicable law and Nasdaq Listing Rule 5635 (such approval, the “Stockholder Approval”). Any purported conversion of any Series B Preferred Stock into Common Stock prior to receipt of the Stockholder Approval shall be null and voidab initio, and shall not give rise to any right, claim, interest or remedy of any holder, including any right to receive Common Stock, dividends, distributions, voting rights or any other consideration. The Corporation’s solicitation obligations with respect to the Stockholder Approval Proposal are set forth in Section 5.11 of the Merger Agreement, including the limited Nasdaq savings clause therein. Failure of the Corporation to seek or obtain the Stockholder Approval by any date or at all shall not result in any increase in the Stated Value, the Conversion Ratio or any dividend, any decrease in the Conversion Price, any redemption right, rescission right, penalty, fee, liquidated damages or other monetary or economic consequence favorable to any holder of Series B Preferred Stock.

**(b) Conversion Price; Aggregate Conversion Math.**From and after receipt of the Stockholder Approval, the holder of any share of Series B Preferred Stock (or any fractional interest in a share of Series B Preferred Stock) shall be entitled, at such holder’s option and subject to subsections (c) through (i) below and to Section 10 (Stop-Transfer; Forfeiture and Cancellation), to convert all or any whole-share or fractional portion of such holder’s Series B Preferred Stock into a number of shares of Common Stock equal to (i) the aggregate Stated Value (or pro rata portion thereof, in the case of any fractional interest) of all shares (and fractional interests) of Series B Preferred Stock specified in the applicable Conversion Notice (the “Subject Shares”), divided by (ii) $1.50 (the “Conversion Price”), rounded down to the nearest whole share. The number of shares of Common Stock issuable upon any single conversion shall be calculated based on the aggregate Stated Value of all Subject Shares included in such Conversion Notice (and not separately for each Subject Share or fractional interest), and rounding shall be applied once per Conversion Notice. Based on the aggregate Stated Value of the eight (8) shares of Series B Preferred Stock authorized by this Certificate of Designation and the Conversion Price, the maximum aggregate number of shares of Common Stock issuable upon full conversion of all such Series B Preferred Stock is 13,333,333 shares of Common Stock. After giving effect to the proportionate adjustment required by the Series B Certificate of Designation for the May 2026 Reverse Stock Split, the Conversion Price is $12.00 and the maximum aggregate number of shares of Common Stock issuable upon full conversion is 1,666,666 shares ($20,000,000 divided by $12.00, rounded down to the nearest whole share in accordance with the Conversion Notice mechanics described above).

**(c) No Price-Based Anti-Dilution.**The Conversion Price shall not be adjusted in connection with any issuance, sale or other disposition of capital stock or other securities by the Corporation, whether at, above or below the Conversion Price, the prevailing market price, or any other valuation. No “anti-dilution,” “ratchet,” “price protection,” “weighted-average” or other similar adjustment shall apply to the Conversion Price.

**(d) Structural Adjustments.**The Conversion Price shall be adjusted as follows for the events described below: (i)**Subdivisions.**If the Corporation, at any time, subdivides (by any stock split, stock dividend, recapitalization, reclassification or otherwise) one or more classes of its outstanding Common Stock into a greater number of shares, the Conversion Price in effect immediately before such subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be increased in proportion to such increase in outstanding shares of Common Stock. (ii)**Combinations.**If the Corporation, at any time, combines (by reverse stock split, combination, consolidation or otherwise) one or more classes of its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately before such combination shall be proportionately increased so that the number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common Stock. (iii)**Reorganizations; Mergers; Sales.**If the Common Stock is converted into, exchanged for, or otherwise becomes the right to receive other securities, cash or property (or any combination thereof) in any merger, consolidation, share exchange, statutory conversion, reorganization, recapitalization, reclassification or sale of substantially all the assets of the Corporation, then each share of Series B Preferred Stock shall thereafter be convertible (following receipt of Stockholder Approval to the extent the Conversion Gate then remains applicable) into the kind and amount of securities, cash or property to which a holder of the number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock immediately before such transaction would have been entitled in such transaction, subject to further adjustment in accordance with this Section 7. The provisions of this Section 7(d) shall apply to successive subdivisions, combinations, reorganizations, mergers, sales and similar events. All adjustments made under this Section 7(d) shall be calculated to the nearest one-thousandth of one cent ($0.00001).

**(e) Beneficial Ownership Limitation; Conversion Blocker.**Notwithstanding any other provision of this Certificate of Designation or the Merger Agreement, no share of Series B Preferred Stock (or any fractional interest therein) shall be convertible into Common Stock if, after giving effect to such conversion, the holder thereof, together with such holder’s Affiliates and any “group” within the meaning of Section 13(d)(3) of the Exchange Act including such holder, would beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) more than 4.99% of the then-outstanding Common Stock (the “Beneficial Ownership Limitation,” which shall operate as aconversion blockerfor purposes of this Certificate of Designation and Section 3.13(c) of the Merger Agreement, and any purported conversion in contravention of this Section 7(e) shall be null and voidab initio);provided, that(i) any holder may elect to increase the Beneficial Ownership Limitation applicable to it from 4.99% to 9.99% upon sixty-one (61) days’ prior written notice to the Corporation, and (ii) any further increase above 9.99% shall require the Corporation’s prior written consent, which the Corporation may grant, condition or withhold in its sole discretion based on its determination of compliance with Nasdaq Listing Rule 5635 (including Nasdaq Listing Rule 5635(b) and the change-of-control analysis thereunder), and shall be subject to such separate stockholder approval (if any) as the Corporation determines is required by applicable law or the rules of any national securities exchange on which the Common Stock is then listed. The Corporation, its transfer agent and its registrar shall give effect to this Section 7(e) by refusing to register any conversion of Series B Preferred Stock that would result in beneficial ownership in excess of the then-applicable Beneficial Ownership Limitation. The Beneficial Ownership Limitation in this Section 7(e) is in addition to, and not in lieu of, the Conversion Gate set forth in Section 7(a) and any stop-transfer or conversion-suspension restriction under Section 10.

**(f) Mechanics of Conversion.**To convert any shares of Series B Preferred Stock into Common Stock, a holder shall deliver to the Corporation a written notice of conversion (a “Conversion Notice”) setting forth the number of shares of Series B Preferred Stock to be converted and the holder’s representation and warranty that the conversion (i) is not prior to receipt of the Stockholder Approval, (ii) does not violate the Beneficial Ownership Limitation, and (iii) is not subject to any stop-transfer order or conversion suspension under Section 10 below or under the Merger Agreement. Subject to the foregoing, the Corporation shall, within three (3) Trading Days after receipt of a valid Conversion Notice, cause its transfer agent to credit the converting holder’s account with the number of shares of Common Stock to which such holder is entitled, in restricted book-entry form in accordance with Section 10(f) below.

**(g) Rounding; No Fractional Shares.**The number of shares of Common Stock issuable upon any conversion shall be rounded down to the nearest whole share, and no fractional shares of Common Stock shall be issued upon conversion of Series B Preferred Stock; no cash or other consideration shall be paid in lieu of any fractional share otherwise issuable. Rounding shall be applied once per Conversion Notice (computed on the aggregate Stated Value of all Subject Shares) and not separately on a share-by-share basis.

**(h) Not a Future Priced Security.**The Series B Preferred Stock is not a “Future Priced Security” within the meaning of Nasdaq Listing Rule IM-5635-4. No term of this Certificate of Designation provides for a variable, contingent, reset or otherwise adjustable Conversion Price, an increased dividend, accrual of any penalty, redemption right, or any other consequence favorable to the holders of Series B Preferred Stock triggered by, or contingent upon, the failure to obtain the Stockholder Approval by any particular date or at all.

**(i) Reservation of Common Stock.**From and after receipt of the Stockholder Approval, the Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series B Preferred Stock, that number of shares of Common Stock as is sufficient to permit the full conversion of all then-outstanding shares (and fractional interests) of Series B Preferred Stock at the Conversion Price then in effect, as adjusted under Section 7(d). The Corporation shall take all such corporate action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of the Series B Preferred Stock will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights and liens (other than transfer restrictions arising under applicable securities laws, the Merger Agreement and this Certificate of Designation).

Common Stock— The Company has 350,000,000 authorized shares of Common Stock, par value $0.0001 per share. At June 30, 2026 and 2025, there were 4,615,503 and 2,217,411 shares issued and outstanding, respectively.

**Voting —**Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

**Dividends —**Holders of Common Stock are entitled to receive ratably such dividends as the Company’s Board of Directors from time to time may declare out of funds legally available.

Liquidation Rights — In the event of any liquidation, dissolution or winding-up of the affairs of the Company, after payment of all debts and liabilities, the holders of Common Stock will be entitled to share ratably in the distribution of any remaining assets.

Purchase Agreement with Lincoln Park Capital

On June 20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park, pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $20,000,000 of shares of Common Stock over the 36-month term of the 2023 Purchase Agreement. Concurrently with entering into the 2023 Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2023 Purchase Agreement. As of June 30, 2026, the 2023 Purchase Agreement has reached maturity and is no longer in effect.

In consideration for entering into the 2023 Purchase Agreement, the Company issued 8,700 shares of Common Stock (as adjusted for the subsequent reverse stock splits; 696,021 shares on an unadjusted basis) to Lincoln Park as a commitment fee on June 20, 2023.

During the years ended June 30, 2026 and June 30, 2025 no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Common Stock Issuances

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).

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 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 are issuable at an implied exchange price of $1.68 per share. Each Warrant will be immediately exercisable for one share of common stock at an exercise price of $1.68 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 669,477 shares of common stock (the “Conversion Shares”), based on a conversion price of $24.00 per share (after giving retroactive effect to the September 2025 1-for-10 and May 2026 1-for-8 reverse stock splits described below). The conversion price 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 28, 2025, the Company issued 688 shares of Common Stock for settlement of accounts payable valued at $17,050.

On September 5, 2025, the Company issued 9,956 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. No fractional shares were issued in connection with the Reverse Stock Split; fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.

On May 20, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock split of the shares of the Company’s 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 May 22, 2026 (the “May 2026 Reverse Stock Split”). The Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market on May 22, 2026. No fractional shares were issued in connection with the May 2026 Reverse Stock Split; fractional shares resulting from the May 2026 Reverse Stock Split were rounded up to the nearest whole share.

All shares and the respective per-share amounts in this Annual Report have been retroactively restated to reflect both the 1-for-10 reverse stock split effective September 29, 2025 and the 1-for-8 reverse stock split effective May 22, 2026 described above.

On October 17, 2025, the Company issued 2,500 shares of Common Stock for consulting services valued at $24,000.

On October 30, 2025, the Company cancelled 3,125 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 2,500 shares of Common Stock for consulting services valued at $16,680.

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.

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.

On December 29, 2025 a convertible note outstanding 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 $270.40.

Acquisition of Renovaro Biopharma / Contingently issuable shares

On February 16, 2018, the acquisition of Renovaro Biosciences was completed. As part of the acquisition, the stockholders of Renovaro Biosciences received (i) 226,025 shares of Common Stock, and (ii) the right to receive Contingent Shares of Common Stock pro rata upon the exercise or conversion of warrants, which were outstanding at closing. As of June 30, 2026, no further Contingent Shares are issuable.

Acquisition of Renovaro Denmark

At June 30, 2026 and 2025, the Company maintained a reserve of 214 Escrow Shares, all of which are reflected as issued and outstanding in the accompanying financial statements. The Escrow Shares are reserved to acquire the shares of Renovaro Denmark held by non-consenting shareholders of Renovaro Denmark on both June 30, 2026 and 2025, in accordance with Section 70 of the Danish Companies Act and the Articles of Association of Renovaro Denmark. There have been 2,095 shares of Common Stock issued to non-consenting shareholders of Renovaro Denmark as of June 30, 2026. During the years ended June 30, 2026 and 2025, the Company did not issue any shares of Common Stock to such non-consenting shareholders of Renovaro Denmark.

Stock-based Compensation

The Company recognizes compensation costs for stock option awards to employees 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. In the year ended June 30, 2026, the weighted-average assumptions used to estimate the grant date fair values of the stock options granted using the Black-Scholes option-pricing model are as follows:

The Company recognized stock-based compensation expense related to all equity instruments of $630,389 and $3,313,291 for the years ended June 30, 2026 and 2025, respectively. At June 30, 2026, the Company had approximately $291,535 of unrecognized compensation cost related to non-vested options.

Plan Options

On February 6, 2014, the Company’s Board of Directors adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 15,075 shares of Common Stock for issuance in accordance with the terms of the 2014 Plan.

On October 30, 2019, the Board approved and on October 31, 2019, the Company’s stockholders adopted its 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan provided that the maximum aggregate number of shares of the Company’s Common Stock reserved and available for issuance under the 2019 Plan was the sum of (1) 75,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2014 Plan plus any options related to awards that expire, are terminated, surrendered, or forfeited for any reason without issuance of shares under the 2014 Plan after the effective date of the 2019 Plan.

Effective July 21, 2023, the Company adopted the Renovaro Biosciences Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the 2019 Plan. The 2023 Plan provides that the maximum aggregate number of shares of the Company’s Common Stock reserved and available for issuance under the 2023 Plan was the sum of (1) 50,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2019 Plan. Any awards outstanding under the 2019 Plan as of the date of adoption of the 2023 Plan remain subject to and will be available under the 2019 Plan, and any shares subject to outstanding awards under the 2019 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares automatically become available for issuance under the 2023 Plan.

The Renovaro Biosciences, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) was approved by the Company’s Board of Directors on May 10, 2023 and by the Company’s stockholders on July 21, 2023, and replaced the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). On October 12, 2025, the Board approved amendments to the 2023 Plan (the “Amended 2023 Plan”), which were subsequently approved by the Company’s stockholders and made effective on October 31, 2025. The Amended 2023 Plan increased the number of shares of the Company’s Common Stock reserved for issuance thereunder by 380,331 shares and provides for an annual evergreen increase, if and to the extent necessary, such that the total number of shares available for issuance under the Amended 2023 Plan equals 15% of the total number of shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year, subject to the limitations set forth in the Amended 2023 Plan. Awards outstanding under the 2019 Plan remain subject to the terms of the 2019 Plan; however, shares subject to awards under the 2019 Plan that subsequently expire, terminate, or are surrendered or forfeited without the issuance of shares become available for issuance under the Amended 2023 Plan.

The Company granted options to purchase zero shares of Common Stock to employees with a five-year vesting period during the year end June 30, 2026 under the 2019 and 2023 Plan. Company granted options to purchase 12,500 shares of Common Stock to employees with a five-year vesting period during the year end June 30, 2025 under the 2019 and 2023 Plan. These shares were subsequently cancelled on December 29, 2025 and do not remain outstanding as of June 30, 2026.

The Company granted options to purchase zero shares of Common Stock to employees with a three-year vesting period during the year end June 30, 2026 and 2025 under the 2019 and 2023 Plan.

The Company granted options to purchase 47,266 shares of Common Stock to employees with a two-year vesting period during the year end June 30, 2026 under the 2019 and 2023 Plan. The Company granted options to purchase 23,128 shares of Common Stock to employees with a two-year vesting period during the year end June 30, 2025 under the 2019 and 2023 Plan.

During the years ended June 30, 2026 and 2025, the Company granted options to purchase 33,726 and 4,536 shares, respectively, to the Board of Directors and Scientific Advisory Board Members with a one-year vesting period, under the 2019 and 2023 Plan.

During the years ended June 30, 2026 and 2025, the Company granted options to purchase zero shares, respectively, to the Board of Directors and Scientific Advisory Board Members with immediate vesting, under the 2019 and 2023 Plan.

During the years ended June 30, 2026, and 2025, the Company granted options to purchase zero shares, respectively, for consulting services with a one-year vesting period, under the 2019 and 2023 Plan.

On November 4, 2024, the Company issued 731 stock options to its former interim Chief Financial Officer. The options had a fair value of $31,005 on the grant date, fully vest on January 6, 2025 and expire on November 4, 2034. Subsequently, during the period ended March 31, 2025, pursuant to the Company’s executive officer compensation claw back policy, the board of directors directed the Company to claw back and cancel the 731 options which were issued on November 4, 2024.

On August 23, 2024, Avram Miller, a former member of the Company’s board of directors (the “Board of Directors”), forfeited 10,417 shares of Common Stock from the original 12,500 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 12,228 shares of Common Stock of the Company with a per-share exercise price of $55.20. 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 $185,594 related to the vesting of the stocks options during the year ended June 30, 2026. At June 30, 2026, the Company had no remaining unrecognized compensation cost related to the options which vest at August 23, 2025.

To date the Company has granted options under the 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 53,515 shares of Common Stock. At June 30, 2026, the Company had 366,587 options available to be issued under the Amended 2023 Plan.

A summary of the Plan Options outstanding at June 30, 2026 is presented below:

A summary of changes are presented below:

At June 30, 2026, the Company had Plan Options to purchase 35,537 shares of common stock that were exercisable. The total intrinsic value of options exercisable at June 30, 2026, was zero. Intrinsic value is measured using the fair value at the date of exercise (for shares exercised) and at June 30, 2026 (for outstanding options), less the applicable exercise price.

Common Stock Purchase Warrants

A summary of the status of the Common Stock Purchase Warrants outstanding at June 30, 2026, is presented below:

A summary of the warrant activity is presented below:

At June 30, 2026, the Company had 249,151 exercisable Common Stock Purchase Warrants outstanding. The total intrinsic value of warrants exercisable at June 30, 2026, was $386,870. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) and at June 30, 2026 (for outstanding warrants), less the applicable exercise price.

Restricted Stock Awards (RSA)

The Company recognized zero stock-based compensation expense related to RSAs for the year ended June 30, 2026.

The Company recognized stock-based compensation expense related to RSAs of $36,972 for the year ended June 30, 2025. The restricted stock awards are related to a grant of 3,125 shares of restricted stock with a 5-year vesting period made to the Chief Executive Officer of Renovaro Cube with a total value of $177,500.

NOTE 10 —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 in years ended June 30, 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.

Shares held for non-consenting shareholders – The 214 remaining shares of Common Stock related to the Acquisition of Renovaro Denmark have been reflected as issued and outstanding in the accompanying financial statements. There were zero shares of Common Stock issued to such non-consenting stockholders during the years ended June 30, 2026 and 2025 (see Note 9.)

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. 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. On June 11, 2026, pursuant to the stipulation of the parties, the Court dismissed all claims, counterclaims and crossclaims.

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 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. Mr. Gumrukcu did not respond to the complaint. The Company intends to pursue that claim against Gumrukcu to judgment. On October 7, 2026, counsel for Weird Science, Mr. Wittekind, made a settlement demand of $10 million to resolve all pending litigation.

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.

On May 12, 2026, the Company filed a Complaint in the United States District Court for the District of Delaware originally against John Doe defendants and later amended on August 28, 2026 to name over 100 defendants allegedly involved in illegal naked short selling schemes involving the Company’s stock. The Company alleges that these schemes resulted in an artificial decline in the price of the Company’s stock. The Company engaged in substantial discovery to uncover those involved in the schemes and extent to which each defendant was involved. The claims asserted in the Complaint include securities fraud and market manipulation claims and a claim under the federal Racketeering Influenced and Corrupt Organization statute. The Company is in the process of serving the multiple defendants with the Complaint while its investigation into the wrongdoing continues.

NOTE 11 —RELATED PARTY TRANSACTIONS

As of June 30, 2026, the Company has accrued $384,949 of compensation related expenses for the Company’s former Chief Executive Officer, Mark Dybul, payment of which has been deferred as a result of budget constraints. (see Note 14 for status update.)

As of June 30, 2026, the Company had $600,000 outstanding unsecured promissory notes payable to Rene Sindlev, a stockholder of the Company, in the aggregate principal amount of $600,000 The notes bear interest at 10% per annum and matured on June 30, 2026. As of June 30, 2026, accrued and unpaid interest was $44,027.

NOTE 12 —ACQUISITIONS

Neurobridge IP Holdings Incorporated Acquisition:

On May 1, 2026, the Company, through its wholly owned subsidiary Lunai Bioworks IP, Inc., a Delaware corporation, completed the acquisition of Neurobridge IP Holdings Incorporated (“Neurobridge”) pursuant to an Agreement and Plan of Merger dated April 27, 2026, under which Neurobridge merged with and into Lunai Bioworks IP, Inc., with Lunai Bioworks IP, Inc. continuing as the surviving corporation. Neurobridge held intellectual property relating to an intranasal (nose-to-brain) drug delivery platform and a related compound directed to the treatment of Alzheimer’s disease. The aggregate consideration consisted of eight shares of the Company’s Series B Convertible Preferred Stock with an aggregate contractual stated value of $20.0 million (see Note 9).

The Company concluded that substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable intangible assets and that the acquired set did not constitute a business under ASC 805; the transaction was therefore accounted for as an asset acquisition under ASC 805-50. The Series B Preferred Stock had an aggregate contractual stated value of $20.0 million and an acquisition-date fair value of $1,840,000. The Company measured the acquisition cost based on the $1,840,000 fair value of the Series B Preferred Stock issued as consideration. The acquisition cost was allocated among the acquired intellectual property assets based on their relative fair values (see Note 5).

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 187,500 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.

NOTE 13 —SEGMENT REPORTING

For the year ended June 30, 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 year ended June 30, 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. Following GEDi Cube's bankruptcy and deconsolidation, the Company continued pursuing its AI-driven precision medicine and biomarker discovery strategy through BioSymetrics, which had been acquired prior to the bankruptcy. BioSymetrics' independently developed AI and machine-learning platform provided overlapping capabilities in cancer diagnostics and biomarker discovery while supporting broader applications across additional therapeutic areas. Accordingly, GEDi Cube's bankruptcy did not represent a strategic shift in the Company's operations, as its AI-driven biomedical research and development strategy continued through BioSymetrics.

(1) Amount represents operating expenses incurred during the year ended June 30, 2026, prior to the subsidiary's bankruptcy on September 2, 2025. No additional operating expenses were incurred by the subsidiary following the bankruptcy.

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 year ended June 30, 2026 is as follows:

Information regarding each reportable segment for the year ended June 30, 2025 is as follows:

Geographic information:

RENB and BioSymetrics are managed on a worldwide basis; RENB operates virtually within the United States and BioSymetrics operates from an office located in Canada. 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 14 —SUBSEQUENT EVENTS

On September 20, 2026, the Company entered into separate settlement agreements and mutual releases with former Chief Executive Officer Mark Dybul and former director Rene Sindlev relating to certain accrued and unpaid compensation and other obligations. Pursuant to the agreements, Mr. Dybul and Mr. Sindlev waived, released and discharged all claims with respect to $384,949 and $50,000, respectively, of previously accrued compensation. Following execution of the agreements, the Company has no further payment obligations with respect to such amounts. As a result, the Company expects to recognize the extinguishment of the related liabilities during the period ending September 30, 2026.

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.

On July 21, 2026, the Company entered into a Debt Conversion and Share Issuance Agreement with Rene Sindlev, a related party, pursuant to which an aggregate of $671,659 of outstanding indebtedness and trade payables, including accrued and unpaid interest, was converted into 239,025 shares of the Company’s common stock at a conversion price of $2.81 per share. Upon issuance of the shares, the converted obligations were fully satisfied, discharged and extinguished.