What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-02-19 compared with 2024-11-14 · 167 added, 181 removed, 400 unchanged (47% of the section changed)

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Renovaro Biosciences Overview

Biosciences is a biotechnology company intending, if the necessary funding

is obtained, to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term

or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human

Immunodeficiency Virus (HIV) infections.

As a result of our acquisition of GEDi Cube Intl Ltd.

on February 13, 2024, we have shifted the

Company’s primary focus and resources to the development of the Renovaro Cube technologies.

Biosciences is a biotechnology company intending, if the necessary funding is obtained, to develop advanced allogeneic cell and gene therapies

to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers,

and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) infections.

As a result of our

acquisition of GEDi Cube Intl Ltd.

on February 13, 2024, we have shifted the Company’s primary focus and resources to the development

of the Renovaro Cube technologies.

Therapeutic Technologies

Renovaro Biosciences aims to train the immune system to allow a person to better

fight diseases through allogeneic cell and/or gene therapy.

Our vision is for a world with healthy longevity, and free from toxic chemotherapy,

for those with cancer and other serious diseases.

Renovaro Biosciences will seek to leverage general principles and advances in the knowledge

of the immune response to engineer cells with enhanced attributes to promote the recognition and elimination of disease cells.

Renovaro Biosciences aims to train

the immune system to allow a person to better fight diseases through allogeneic cell and/or gene therapy.

Our vision is for a world with

healthy longevity, and free from toxic chemotherapy, for those with cancer and other serious diseases.

Renovaro Biosciences will seek

to leverage general principles and advances in the knowledge of the immune response to engineer cells with enhanced attributes to promote

the recognition and elimination of disease cells.

Allogeneic Cell Therapy

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system therefore will have a very short survival time.

Biosciences Focus Areas:

Renovaro Biosciences Focus Areas:

Genetically modified

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Early Detection.

Multi-cancer early detection (“MCED”) blood tests are advanced diagnostic

tools that analyze cell-derived molecules present in the bloodstream.

These tests specifically look for abnormal genetic, epigenetic or

proteomic patterns of these cell-derived molecules, which can indicate the presence of cancer cells.

By examining the molecules shed from

various cells, including cancer cells, MCED tests aim to detect cancer at an early stage.

This approach holds promise for improving cancer

detection and potentially saving lives.

Multi-cancer early detection (“MCED”) blood tests are advanced diagnostic tools that analyze cell-derived molecules present in the bloodstream.

These tests specifically look for abnormal genetic, epigenetic or proteomic patterns of these cell-derived molecules, which can indicate the presence of cancer cells.

By examining the molecules shed from various cells, including cancer cells, MCED tests aim to detect cancer at an early stage.

This approach holds promise for improving cancer detection and potentially saving lives.

Recurrence of cancer .

A recurrence refers to the return of cancer after a period of remission.

A cancer recurrence happens because, in spite of the efforts to kill the cancer, some cells may remain, which grow and eventually cause

In rare instances, a patient may develop a new cancer that’s completely unrelated to the originally diagnosed cancer,

which is referred to as a second primary cancer.

An early warning system could help to identify a recurrence as early as possible, thereby

helping to accelerate any treatment and diagnosis.

A cancer recurrence happens because, in spite of the efforts to kill the cancer, some cells may remain, which grow and eventually cause symptoms.

In rare instances, a patient may develop a new cancer that’s completely unrelated to the originally diagnosed cancer, which is referred to as a second primary cancer.

An early warning system could help to identify a recurrence as early as possible, thereby helping to accelerate any treatment and diagnosis.

The different types of recurrence include:

Local recurrence, meaning that the cancer has returned in the same place it first started;

Regional recurrence , meaning that the cancer has returned to the lymph nodes near the place

it first started;

Regional recurrence , meaning that the cancer has returned to the lymph nodes near the place it first started;

Distant recurrence , meaning the cancer has returned in another part of the body.

Response to treatment.

At Renovaro Cube we aim to develop a new array of diagnostic products that

can accurately identify patients that are going to respond or fail to a certain drug.

In highly toxic therapies it will not only increase

survival but will also reduce unnecessary exposure to chemotherapy.

At Renovaro Cube we aim to develop a new array of diagnostic products that can accurately identify patients that are going to respond or fail to a certain drug.

In highly toxic therapies it will not only increase survival but will also reduce unnecessary exposure to chemotherapy.

Furthermore, the costs for cancer drugs are usually very high.

the right therapy to the right patient will therefore significantly reduce the costs of medicine in cancer.

Providing the right therapy to the right patient will therefore significantly reduce the costs of medicine in cancer.

Clinical trials .

Clinical trials involve a type of research that studies new tests and treatments

and evaluates their effects on human health outcomes.

People volunteer to take part in clinical trials to test medical interventions including

drugs, cells and other biological products, surgical procedures, radiological procedures, devices, behavioral treatments and preventive

Clinical trials involve a type of research that studies new tests and treatments and evaluates their effects on human health outcomes.

People volunteer to take part in clinical trials to test medical interventions including drugs, cells and other biological products, surgical procedures, radiological procedures, devices, behavioral treatments and preventive care.

Clinical trials are carefully designed, reviewed and completed, and need to be approved before they can start.

In response to these four core areas, the key components of Renovaro Cube’s

product development are to build a software and hardware platform that:

Uses data science to develop novel insights into the characterization of diseases

such as cancer.

Renovaro Cube intends to apply its proprietary technology to biological data from multiple sources to enable the typification

(or classification) of disease entities and sub-entities to provide insights about the nature and behavior of diseases to payers, providers,

pharmaceutical companies and patients.

Enables more accurate diagnosis and earlier detection of cancer and other diseases

with the goal of maximizing outcomes and minimizing the costs of treatment.

Renovaro Cube intends to develop a system to understand the

smallest fragments of cancer in the blood of the patient.

Presently, Renovaro Cube is developing a product to analyze results from liquid

biopsy run through an Oxford Nanopore Sequencer.

We expect the Renovaro Cube product will subsequently identify, train and validate explainable

biomarkers, panels and models on different molecular layers.

Multiple models will be individually trained for optimal stratification through

the entire health journey, ensuring the right accuracy for a therapeutic decision in every stage.

Renovaro Cube will integrate different

modalities and molecular data sources into a differential diagnostic report.

Diagnostics and prognosis will be explainable with quality

control reports and biomarker insights for different disciplines ensuring maximum trust and insight in medical decision making.

Assists in clinical trials with patient cohort selection and response tracking,

to be used by companies like Renovaro Biosciences in their patient cohort selection for their clinical trials, by looking at which patients

are reacting positively, negatively and have no reaction.

This data becomes more important through the progression of the different phases

of drug development, as more and more patients are added.

Renovaro Cube will provide multi-omic data analysis, looking for specific changes

in the patients that might indicate a change in their molecular make-up.

This can then be used for the next phase of a clinical trial

to look for the specific molecular data that has showed a positive reaction in the previous phase.

It also provides insights for more

effective response tracking, which Renovaro Cube believes is important to the providers of care as well as the development and evaluation

of new pharmaceuticals and immune therapies in clinical trials.

Patient response to treatment can be used to focus the target audience

for drugs in development and in subsequent clinical practice.

As Renovaro Cube collects more data, longitudinal about treatment and response,

it will have the ability to train prognostic models to give an insight in disease progression and treatment response, both critical for

enrolling in clinical trials and eventually every treatment.

Because Renovaro Cube consists of many independently trained and validated

models, it will have the ability to assist in virtually every therapeutic decision, for different subtypes and groups (stratifications).

In response to these four core

areas, the key components of Renovaro Cube’s product development are to build a software and hardware platform that:

Uses data science to develop novel insights into the characterization of diseases such as cancer.

Renovaro Cube intends to apply its proprietary technology to biological data from multiple sources to enable the typification (or classification) of disease entities and sub-entities to provide insights about the nature and behavior of diseases to payers, providers, pharmaceutical companies and patients.

Enables more accurate diagnosis and earlier detection of cancer and other diseases with the goal of maximizing outcomes and minimizing the costs of treatment.

Renovaro Cube intends to develop a system to understand the smallest fragments of cancer in the blood of the patient.

Presently, Renovaro Cube is developing a product to analyze results from liquid biopsy run through an Oxford Nanopore Sequencer.

We expect the Renovaro Cube product will subsequently identify, train and validate explainable biomarkers, panels and models on different molecular layers.

Multiple models will be individually trained for optimal stratification through the entire health journey, ensuring the right accuracy for a therapeutic decision in every stage.

Renovaro Cube will integrate different modalities and molecular data sources into a differential diagnostic report.

Diagnostics and prognosis will be explainable with quality control reports and biomarker insights for different disciplines ensuring maximum trust and insight in medical decision making.

Assists in clinical trials with patient cohort selection and response tracking, to be used by companies like Renovaro Biosciences in their patient cohort selection for their clinical trials, by looking at which patients are reacting positively, negatively and have no reaction.

This data becomes more important through the progression of the different phases of drug development, as more and more patients are added.

Renovaro Cube will provide multi-omic data analysis, looking for specific changes in the patients that might indicate a change in their molecular make-up.

This can then be used for the next phase of a clinical trial to look for the specific molecular data that has showed a positive reaction in the previous phase.

It also provides insights for more effective response tracking, which Renovaro Cube believes is important to the providers of care as well as the development and evaluation of new pharmaceuticals and immune therapies in clinical trials.

Patient response to treatment can be used to focus the target audience for drugs in development and in subsequent clinical practice.

As Renovaro Cube collects more data, longitudinal about treatment and response, it will have the ability to train prognostic models to give an insight in disease progression and treatment response, both critical for enrolling in clinical trials and eventually every treatment.

Because Renovaro Cube consists of many independently trained and validated models, it will have the ability to assist in virtually every therapeutic decision, for different subtypes and groups (stratifications).

The multi-omics and multi-modal pipelines could allow the use of multiple combinations of tissue samples and diagnostic platforms.

detailed diagnostic reports will allow and support insights for multiple disciplines such as cancer biology, genomics and pathology to

look at underpinning biomarkers, pathways and clinical annotations.

The detailed diagnostic reports will allow and support insights for multiple disciplines such as cancer biology, genomics and pathology to look at underpinning biomarkers, pathways and clinical annotations.

Provides insight into patients who have had cancer previously.

These insights will

provide for more effective recurrence monitoring, which Renovaro Cube believes is important to the providers of care and patients during

follow-up monitoring of remissions.

Renovaro Cube anticipates that payers want to detect and re-treat recurrences at the earliest possible

stage to maximize patients’ outcomes in terms of time and cost and that, similarly, patients with a recurrence are keen to re-engage

with effective treatment at the earliest opportunity.

A key aspect of this will be taking blood from the patients, sequencing this blood

and running it through the Renovaro Cube platform which will identify if the patient has any indication of the recurrence of the same

or a new cancer.

These insights will provide for more effective recurrence monitoring, which Renovaro Cube believes is important to the providers of care and patients during follow-up monitoring of remissions.

Renovaro Cube anticipates that payers want to detect and re-treat recurrences at the earliest possible stage to maximize patients’ outcomes in terms of time and cost and that, similarly, patients with a recurrence are keen to re-engage with effective treatment at the earliest opportunity.

A key aspect of this will be taking blood from the patients, sequencing this blood and running it through the Renovaro Cube platform which will identify if the patient has any indication of the recurrence of the same or a new cancer.

For recurrence monitoring, Renovaro Cube will focus on a highly sensitive combination of lab and information technology.

Lab protocols, sequence post processing and machine learning will all be designed, trained and validated to get the best signal with the

highest sensitivity to catch early signals of recurrence.

Lab protocols, sequence post processing and machine learning will all be designed, trained and validated to get the best signal with the highest sensitivity to catch early signals of recurrence.

This will be done on a regular basis allowing surveillance analysis over time.

Includes biomarker panels that will be extended to include as many layers of genetic

information (multi-omics) as possible including mutation, gene expression, methylation status, fragmentomics, nucleosome mapping, collectively

named multi-omics, with the goal to reach the highest accuracy possible, both in terms of sensitivity and specificity of each individual

biomarker panel.

Includes biomarker panels that will be extended to include as many layers of genetic information (multi-omics) as possible including mutation, gene expression, methylation status, fragmentomics, nucleosome mapping, collectively named multi-omics, with the goal to reach the highest accuracy possible, both in terms of sensitivity and specificity of each individual biomarker panel.

This provides a non-invasive alternative for the current complex, expensive and cumbersome procedures.

Create value through advancing more sophisticated typification of diseases in

an effort to address some of the pressing problems faced by modern healthcare, including healthcare costs, an aging population and developments

in medical technology that produce a stream of increasingly sophisticated treatments requiring more precise targeting.

Create value through advancing more sophisticated typification of diseases in an effort to address some of the pressing problems faced by modern healthcare, including healthcare costs, an aging population and developments in medical technology that produce a stream of increasingly sophisticated treatments requiring more precise targeting.

One additional key focus of Renovaro

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and Techniques

Renovaro Cube is dedicated to

the development of early cancer detection blood tests and expects to develop partnerships with third-party laboratories across the United

Renovaro Cube is dedicated to the

development of early cancer detection blood tests and expects to develop partnerships with third-party laboratories across the United

Kingdom, the Netherlands and the rest of Europe and will also expand to the United States.

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Going Concern and Management’s Plans

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 $44,212,036 and $9,175,028 for the quarters ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the

Company had cash and cash equivalents of $220,571 and an accumulated deficit of $368,891,461 and a working capital deficit of $21,087,220.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date

the financial statements are issued.

The consolidated financial statements do not include any adjustments relating to the recoverability

and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to

continue in existence.

Management has reduced overhead and administrative costs by streamlining the organization

to focus around the development and validation of its AI-driven cancer diagnostics platform.

The Company has tailored its workforce to

focus on these activities.

In addition, the Company intends to secure additional required funding through equity or debt financing.

there can be no assurance that the Company will be able to obtain any sources of funding.

Such additional funding may not be available

or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional

dilution to our stockholders.

If we do not obtain required additional equity or debt funding, our cash resources will be depleted and

we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock

price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that

could result in our stockholders losing some or all of their investment in us.

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 $7,252,394 and $51,464,429 for the three and six months ended December

31, 2024, respectively.

As of December 31, 2024, the Company had cash and cash equivalents of $311,764 and an accumulated deficit of $383,919,510

and a working capital deficit of $26,898,493.

These conditions raise substantial doubt about the Company’s ability to continue as

a going concern for one year after the date the financial statements are issued.

The consolidated financial statements do not include

any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might

be necessary should the Company be unable to continue in existence.

Management has reduced overhead

and administrative costs by streamlining the organization to focus around the development and validation of its AI-driven cancer diagnostics

The Company has tailored its workforce to focus on these activities.

In addition, the Company intends to secure additional required

funding through equity or debt financing.

However, there can be no assurance that the Company will be able to obtain any sources of funding.

Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions,

could result in significant additional dilution to our stockholders.

If we do not obtain required additional equity or debt funding, our

cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material

adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least

until additional funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy

protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Funding that we may receive during

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working capital reserves.

Results of Operations for the three months ended September 30, 2024

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

2024 and 2023

The following table sets forth

our revenues, expenses and net loss for the three months ended September 30, 2024 and 2023.

The financial information below is derived

from our unaudited condensed consolidated financial statements.

our revenues, expenses and net loss for the six months ended December 31, 2024 and 2023.

The financial information below is derived from

our unaudited condensed consolidated financial statements.

For the Three Months Ended

September 30,

For the Six Months Ended

Increase/(Decrease)

Operating Expenses

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(13,154,189 )

(44,730,680 )

393)Other Income (Expenses)

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Interest expense

Interest income and other income (expense)

Interest and other income

Total Other Income (Expense)

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$ (2,723,273 )

$ (51,464,429 )

$ (13,704,149 )

$ (37,760,280 )

We are a pre-revenue, pre-clinical

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since inception.

We do not anticipate earning any revenues until our therapies or products are approved for marketing and sale.

Our operating expenses for the three months ended September 30, 2024 and 2023,

were $53,338,554 and $8,884,114, respectively, representing an increase of $44,454,440, or approximately 500%.

The increase in operating

expenses primarily relates to goodwill impairment of $47,614,729 offset by the decrease in general and administrative expenses of

$2,988,959 and the decrease in research and development expenses of $176,455.

and administrative expenses for the three months ended September 30, 2024, and 2023, were $5,301,251 and $8,290,210, respectively, representing

a decrease of $2,988,959 or approximately 36%.

The variance is related to a decrease in non-cash consulting fees of $3,070,000 partially

offset by an increase in compensation and related expenses of $377,142 and legal expenses of $261,903.

We do not anticipate earning any revenue until our therapies or products are approved for marketing and sale.

Our operating expenses for the

three months ended December 31, 2024 and 2023, were $4,546,316 and $4,270,075 respectively, representing

an increase of $276,241 or approximately 6% .

The increase in operating expenses primarily relates to the increase in general

and administrative expenses of $736,731, partially offset by the decrease in research and development expenses of $459,437.

Our operating expenses for the

six months ended December 31, 2024 and 2023, were $57,884,869 and $13,154,189 respectively, representing

an increase of $44,730,680, or approximately 340% .

The increase in operating expenses primarily relates to the increase in goodwill

impairment of $47,614,729, partially offset by the decrease in general and administrative expenses of $2,252,229 and the decrease

in research and development expenses of $635,892.

General and administrative expenses

for the three months ended December 31, 2024, and 2023, were $4,353,123 and $3,616,392, respectively, representing an increase of $736,731

or approximately 20%.

The variance is related to an increase in consulting fees expense of $667,815, compensation and related expenses

of $354,968, and accounting fees of $134,620, partially offset by a decrease in non-cash stock-based compensation expense of $440,597.

General and administrative expenses

for the six months ended December 31, 2024, and 2023, were $9,654,373 and $11,906,602, respectively, representing a decrease of $2,252,229

or approximately 19%.

The variance is related to a decrease in consulting fees expense of $2,098,916, and non-cash stock-based compensation

expense of $1,066,778, partially offset by an increase in compensation and related expenses of $637,587 and legal expenses of $192,571.

Research and development expenses

for the three months ended September 30, 2024, and 2023, were $390,189 and $566,644, respectively, representing a decrease of $176,455

for the three months ended December 31, 2024, and 2023, were $161,084 and $620,521, respectively, representing a decrease of $459,437

or approximately 74%.

The variance is primarily driven by a decrease of $262,065 in collaborating partner expenses with CDMO and

CROs related to discontinued product candidates.

Company recorded

other income of $9,126,518 for the three months ended September 30, 2024, compared to other expense of $290,914 for the three months ended

September 30, 2023, representing a change in other income (expense) of $9,417,432 or 3,237%.

The variance is primarily due to the change

in fair value of contingent consideration of $9,250,000 in the current period.

Net loss for the three months ended September 30, 2024, and 2023, was $44,212,036

and $9,175,028, respectively, representing an increase in net loss of $35,037,008 or approximately 382%.

The increase in net loss was

primarily due to an increase in goodwill impairment of $47,614,729, partially offset by the change in fair value of contingent consideration

of $9,250,000.

The variance is primarily driven by a decrease of $236,026 in collaborating partner expenses with

CDMO and CROs and $205,057 in consumables related to pre-clinical testing.

Research and development expenses

for the six months ended December 31, 2024, and 2023, were $551,273 and $1,187,165, respectively, representing a decrease of $635,892

or approximately 54%.

The variance is primarily driven by a decrease of $498,092 in collaborating partner expenses with

CDMO and CROs, and consulting expenses of $107,433.

The Company recorded other expense

of $2,706,078 for the three months ended December 31, 2024, compared to other expense of $259,046 for the three months ended December

31, 2023, representing an increase in other expense of $2,447,032 or 945%.

The variance is primarily due to an increase of $2,590,000

in the change in fair value of contingent consideration in the current period.

The Company recorded other income

of $6,420,440 for the six months ended December 31, 2024, compared to other expense of $549,960 for the six months ended December 31,

2023, representing a decrease in other expense of $6,970,400 or 1,267%.

The variance is primarily due to the change in fair value of contingent

consideration liability of $6,660,000 in the current period.

Net loss for the three months ended

December 31, 2024, and 2023, was $7,252,394 and $4,529,121, respectively, representing an increase in net loss of $2,723,273 or approximately

The increase in net loss was primarily due to an increase in the change in fair value of contingent consideration of $2,590,000,

an increase in general and administrative expenses of $736,731, partially offset by a decrease in research and development expenses of

Net loss for the six months ended

December 31, 2024, and 2023, was $51,464,429 and $13,704,149, respectively, representing an increase in net loss of $37,760,280 or approximately

The increase in net loss was primarily due to an increase in goodwill impairment of $47,614,729, partially offset by the decrease

in general and administrative expenses of $2,252,229 and change in fair value of contingent consideration of $6,660,000.

Liquidity and Capital Resources

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As noted above under the heading

“Going Concern and Management’s Plans,” through September 30, 2024, we have incurred substantial losses.

“Going Concern and Management’s Plans,” through December 31, 2024, we have incurred substantial losses.

additional funds both in the next twelve months and beyond for (a) research and development, (b) increases in personnel, (c) the purchase

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to raise capital when needed could materially adversely affect our growth plans and our financial condition and results of operations.

As of September 30, 2024, the Company had $220,571 in cash and working capital

of $(21,087,220) as compared to $220,467 in cash and working capital of $(28,312,274) as of June 30, 2024, a decrease of zero and 26%,

respectively.

Total assets at September 30, 2024, were $121,832,637 compared to $163,129,450

as of June 30, 2024.

The decrease in assets is primarily due to goodwill impairment of $47,614,729 in the current period.

Total liabilities at September 30, 2024, were $23,745,639 compared to $31,152,306

as of June 30, 2024.

The decrease in total liabilities was primarily related to the decrease of $9,250,000 in contingent consideration

liability, partially offset by an increase of $1,953,540 in accounts payable.

As of December 31, 2024, the Company

had $311,764 in cash and working capital deficit of $26,898,493 as compared to $220,467 in cash and working capital deficit of $28,312,274

as of June 30, 2024, an increase of 41% and decrease of 5%, respectively.

Total assets at December 31, 2024,

were $111,340,272 compared to $163,129,450 as of June 30, 2024.

The decrease in assets is primarily due to goodwill impairment of $47,614,729

in the current period.

Total liabilities at December 31,

2024, were $29,280,954 compared to $31,152,306 as of June 30, 2024.

The decrease in total liabilities was primarily related to the decrease

of $6,660,000 in contingent consideration liability, partially offset by an increase of $2,679,004 in notes payable – related parties,

net and an increase in accounts payable of $1,485,872.

The following is a summary of the

Company’s cash flows (used in) or provided by operating, investing, and financing activities:

September 30,

Net Cash Used in Operating Activities

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$ (1,630,500 )

Cash used in operating activities for the three months ended September 30, 2024,

and 2023 was ($2,016,328) and ($2,777,207), respectively, representing a decrease of $760,879.

The decrease is primarily related to the

changes in our operating assets and liabilities.

The decrease in our cash used in

operating activities is primarily related to the changes in our operating assets and liabilities.

The change is primarily drive by our

net loss offset by significant non-cash charges such as stock based compensation, impairments and change in fair value of contingent consideration.

Additionally, our operating cash flow was positively impacted by changes in our operating assets and liabilities, primarily other receivables,

prepaid expenses and accounts payable.

Cash used in investing activities

for the three months ended September 30, 2024, and 2023 was zero and ($1,057,875), respectively.

Cash used in investing activities during

the prior period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,057,875.

during the prior period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,073,625.

Cash provided by financing activities

for the three months ended September 30, 2024, was $2,029,183 as compared to cash provided by financing activities of $2,562,817 during

the three months ended September 30, 2023.

During the three months ended September 30, 2024, the Company received net proceeds of $156,947

from issuance of notes payable and $2,096,181 from private placements that were partially offset by $223,945 in repayment of a finance

during the period primarily related to net proceeds of $2,671,926 from issuance of notes payable and $2,376,181 from private placements

that were partially offset by $427,945 in repayment of a finance agreement.

Off-Balance Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis