What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2025-02-19 · 84 added, 73 removed, 494 unchanged (24% of the section changed)

13 unchanged sentences

materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed in Part I, Item 1A,

“Risk Factors” in our Annual Report on Form 10-K as filed with the SEC on October 10, 2024.

“Risk Factors” in our Annual Report on Form 10-K/A as filed with the SEC on February 19, 2025.

The Company’s plans and

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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

The Company incurred a net income (loss) of $189,176 and $(51,275,253) for the three and nine months ended

March 31, 2025, respectively.

As of March 31, 2025, the Company had cash and cash equivalents of $923,002 and an accumulated deficit of

$383,730,334 and a working capital deficit of $25,173,586.

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.

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

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working capital reserves.

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

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

2025 and 2024

The following table sets forth

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.

our revenues, expenses and net loss for the three and nine months ended March 31, 2025 and 2024.

The financial information below is derived

from our unaudited condensed consolidated financial statements.

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Increase/(Decrease)

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$ (3,427,789 )

$ (5,680,018 )

Research and development

Goodwill impairment

Intangible asset impairment

(42,611,000 )

Depreciation and amortization

Total Operating Expenses

(47,218,348 )

LOSS FROM OPERATIONS

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Change in fair value of contingent consideration

Change in fair value of equity securities

Loss on extinguishment of debt

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Total Other Income (Expense)

$ (7,252,394 )

$ (4,529,121 )

$ (2,723,273 )

NET INCOME (LOSS)

$ (58,990,070 )

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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.

three months ended March 31, 2025 and 2024, were $4,162,492 and $51,380,840 respectively, representing

a decrease of $47,218,348 or approximately 92% .

The decrease in operating expenses primarily relates to the decrease of intangible

asset impairment of $42,611,000, general and administrative expenses of $3,427,789 and the decrease in research and development expenses

of $1,181,229.

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.

nine months ended March 31, 2025 and 2024, were $62,047,361 and $64,535,029 respectively, representing

a decrease of $2,487,668, or approximately 4% .

The decrease in operating expenses primarily relates to the decrease in intangible

asset impairment of $42,611,000, general and administrative expenses of $5,680,018 and research and development expenses of $1,817,121,

partially offset by the increase in goodwill impairment of $47,614,729.

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

for the three months ended March 31, 2025, and 2024, were $4,224,590 and $7,652,379, respectively, representing a decrease of $3,427,789

or approximately 45%.

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.

The variance is related to decreases in legal expenses of $1,915,126, consulting fees expense of $453,294, non-cash

stock-based compensation expense of $362,402, marketing expenses of $137,516, investor relations expenses of $109,831 and board of director

compensation of $107,718.

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

for the nine months ended March 31, 2025, and 2024, were $13,878,963 and $19,558,981, respectively, representing a decrease of $5,680,018

or approximately 29%.

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.

The variance is related to decreases in legal expenses of $1,722,555, consulting fees expense of $2,552,211, non-cash

stock-based compensation expense of $1,429,180, marketing expenses of $280,412, investor relations expenses of $186,646 and board of director

compensation of $203,968, partially offset by an increase in compensation related expenses of $856,873.

Research and development expenses

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

for the three months ended March 31, 2025, and 2024, were $(94,073) and $1,087,156, respectively, representing a decrease of $1,181,229

or approximately 109%.

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.

The variance is primarily driven by decreases of $632,102 in collaborating partner expenses with

CDMO and CROs, consulting expenses of $339,505 and consumables and reagents related expenses of $205,985.

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

for the nine months ended March 31, 2025, and 2024, were $457,200 and $2,274,321, respectively, representing a decrease of $1,817,121

or approximately 80%.

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 variance is primarily driven by decreases of $1,130,193 in collaborating partner expenses with

CDMO and CROs, consulting expenses of $446,938 and consumables and reagents related expenses of $231,281.

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,

of $4,351,668 for the three months ended March 31, 2025, compared to other expense of $7,609,230 for the three months ended March 31,

2024, representing an decrease in other expense of $11,960,898 or 157%.

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

consideration liability of $11,619,156.

The Company recorded other income

of $10,772,108 for the nine months ended March 31, 2025, compared to other expense of $8,159,190 for the nine months ended March 31, 2024,

representing a decrease in other expense of $18,931,298 or 232%.

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.

consideration liability of $18,279,156.

Net income (loss) for the three

months ended March 31, 2025, and 2024, was $189,176 and $(58,990,070), respectively, representing a change in net income (loss) of $59,179,246

or approximately 100%.

The decrease in net loss was primarily due to a decrease in intangible asset impairment of $42,611,000 and the

change in fair value of contingent consideration of $11,619,156.

Net loss for the nine months ended

March 31, 2025, and 2024, was $51,275,253 and $72,694,219, respectively, representing a decrease in net loss of $21,418,966 or approximately

The decrease in net loss was primarily due to decreases in intangible asset impairment of $42,611,000, general and administrative

expenses of $5,680,018, research development expenses of $1,817,121 and change in fair value of contingent consideration of $18,931,298,

partially offset by the increase in goodwill impairment of $47,614,729.

Liquidity and Capital Resources

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As noted above under the heading

“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

of equipment, and investment in the development and validation of our technology.

The availability of any required additional funding

cannot be assured.

In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in the future

may be involved could adversely affect our liquidity and financial position.

We may raise such funds from time to time through public

or private sales of our equity or debt securities.

Such financing may not be available on acceptable terms, or at all, and our failure

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

As of December 31, 2024, the Company

“Going Concern and Management’s Plans,” through March 31, 2025, we have incurred substantial losses.

We will need additional

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

and investment in the development and validation of our technology.

The availability of any required additional funding cannot be assured.

In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in the future may be involved

could adversely affect our liquidity and financial position.

We may raise such funds from time to time through public or private sales

of our equity or debt securities.

Such financing may not be available on acceptable terms, or at all, and our failure to raise capital

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

As of March 31, 2025, the Company

had $923,002 in cash and working capital deficit of $25,173,586 as compared to $220,467 in cash and working capital deficit of $28,312,274

as of June 30, 2024, an increase of 319% and decrease of 22%, respectively.

Total assets at December 31, 2024,

Total assets at March 31, 2025,

were $117,726,120 compared to $163,129,450 as of June 30, 2024.

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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.

Total liabilities at March 31, 2025, were $29,339,269 compared to $31,152,306

as of June 30, 2024.

The decrease in total liabilities was primarily related to the decrease of $10,990,000 in contingent consideration

liability, partially offset by an increases of $3,534,901 in notes payable – related parties, net, $2,277,375 in accounts payable

and $3,000,000 in Stock subscription payable.

The following is a summary of the

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

The change is primarily drive by our

The change is primarily driven by our

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

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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 $1,073,625.

during the period related to the investment in equity securities of $1,464,389.

Cash used in investing activities in the prior period primarily

related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,206,806.

Cash provided by financing activities

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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