What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-05-15 · 577 added, 674 removed, 488 unchanged (72% of the section changed)

9 unchanged sentences

The results for the period ended

March 31, 2025, are not necessarily indicative of the results of operations for the full year.

September 30, 2025, are not necessarily indicative of the results of operations for the full year.

These financial statements and related

footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K/A

for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission on February 19, 2025.

RENOVARO INC.

footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K

for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission on September 29, 2025.

LUNAI BIOWORKS INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS:

Other receivable

Investment in equity securities

Insurance receivable

Prepaids and other assets

1 unchanged sentence

Property and equipment, net

OTHER ASSETS:

Definite life intangible assets, net

Software platform, net

Trademarks, net

Deposits and other assets

1 unchanged sentence

Total Other Assets

$ 117,726,120

$ 163,129,450

CURRENT LIABILITIES:

5 unchanged sentences

Current portion of operating lease liabilities

Stock subscription payable

Notes payable, net

Notes payable – related parties, net

4 unchanged sentences

Total Liabilities

Commitments and Contingencies (Note 7)

STOCKHOLDERS’ EQUITY:

STOCKHOLDERS’ DEFICIT

Preferred stock, $ 0.0001 par value;

1 unchanged sentence

no shares issued and outstanding

Common Stock, par value $ 0.0001 , 350,000,000 shares authorized, 162,392,907 shares issued and outstanding at March 31, 2025, and 158,452,644 shares issued and outstanding at June 30, 2024

Common stock, par value $ 0.0001 , 350,000,000 shares authorized, 23,180,277 shares issued and outstanding at September 30, 2025;

17,739,291 shares issued and outstanding at June 30, 2025

Additional paid-in capital

2 unchanged sentences

( 510,462,570

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 117,726,120

$ 163,129,450

Accumulated other comprehensive (loss)

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO INC.

LUNAI BIOWORKS INC.

AND SUBSIDIARIES

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

September 30,

Operating Expenses

2 unchanged sentences

Goodwill impairment

Intangible asset impairment

Long-lived asset impairment

Depreciation and amortization

1 unchanged sentence

LOSS FROM OPERATIONS

Other Income (Expenses)

Other Income (Expense)

Change in fair value of contingent consideration

Change in fair value of equity securities

Gain on bankruptcy of subsidiary

Loss on extinguishment of debt

Interest expense

Interest and other income

Interest income and other income (expense)

Total Other Income (Expense)

NET INCOME (LOSS)

BASIC INCOME (LOSS PER SHARE)

DILUTED INCOME (LOSS PER SHARE)

BASIC AND DILUTED INCOME (LOSS PER SHARE)

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING – BASIC

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - DILUTED

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO INC.

LUNAI BIOWORKS INC.

AND SUBSIDIARIES

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

September 30,

Net Income (Loss)

$ ( 58,990,070 )

$ ( 51,275,253 )

$ ( 72,694,219 )

Other Comprehensive Income (Loss)

Foreign Currency Translation, net of taxes

Comprehensive Income (Loss)

$ ( 57,928,869 )

$ ( 50,328,796 )

$ ( 71,630,367 )

Comprehensive Loss

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO INC.

LUNAI BIOWORKS INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

# of Series A Preferred Shares

Series A Preferred Shares Amount

EQUITY (DEFICIT)

# of Common Shares

Common Shares

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

June 30, 2023

$ 290,554,875

$ ( 244,029,253 )

Issuance of preferred stock and warrants in private placement

Issuance of preferred stock and warrants for conversion of Note Payable

Restricted shares issued for services rendered

Stock-based compensation

( 9,175,028 )

Foreign currency translation adjustment

September 30, 2023

( 253,204,281 )

Stock issued pursuant to warrants exercised

Restricted shares issued for advisory services

Stock-based compensation

( 4,529,121 )

Foreign currency translation adjustment

December 31, 2023

( 257,733,402 )

Non-cash exercise of warrants

Restricted shares issued for services rendered

Issuance of common stock under private placement offering

Issuance of common stock pursuant to acquisition of GEDi Cube (Note 12)

Preferred stock converted to common stock pursuant to acquisition of GEDi Cube (Note 12)

Shares issuable for settlement of contingent consideration

Stock-based compensation

( 58,990,070 )

Foreign currency translation adjustment

March 31, 2024

$ 450,079,965

$ ( 316,723,472 )

$ 134,405,556

# of Series A Preferred Shares

Series A Preferred Shares Amount

Common Shares

Common Shares Amount

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)

June 30, 2024

( 332,455,081

$ ( 332,455,081 )

$ ( 170,846 )

$ 131,977,144

Issuance of common stock under private placement offering

2 unchanged sentences

Stock-based compensation

( 44,212,035 )

Foreign currency translation adjustment

1 unchanged sentence

( 376,667,117

Issuance of common stock under private placement offering

Restricted shares issued for services rendered

Restricted shares issued for executive compensation

Stock-based compensation

( 7,252,394 )

Foreign currency translation adjustment

( 10,144,818 )

December 31, 2024

$ 469,810,215

$ ( 383,919,510 )

June 30, 2025

( 510,462,570

Restricted shares issued for executive compensation

Issuance of common stock pursuant to conversion of convertible notes

Issuance of common stock pursuant to settlement of accounts payable

Stock-based compensation

Shares added for fractional shares pursuant to reverse stock split

Foreign currency translation adjustment

March 31, 2025

$ 471,325,333

September 30, 2025

( 507,643,549

1 unchanged sentence

financial statements.

RENOVARO INC.

LUNAI BIOWORKS INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

For the Three Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:

Net income (loss)

ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES:

Depreciation and amortization

3 unchanged sentences

Stock-based compensation expense

Restricted shares for services rendered (including $153,444 of compensation expense)

Goodwill impairment

Intangible asset impairment

Gain on bankruptcy of subsidiary

Long-lived asset impairment

Gain on settlement of accounts payable

Amortization of debt issuance cost

Amortization of discount of notes payable

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CASH FLOWS FROM INVESTING ACTIVITIES:

Notes receivable prior to acquisition

Investment in equity securities

Cash received from acquisition

Purchase of property and equipment

Sale of equitable securities

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of promissory notes

Repayment of finance agreement

Proceeds from private placement

Stock subscription payable

Proceeds from notes payable

Proceeds from exercise of warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

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SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES

Finance agreement entered into in exchange for prepaid assets

Conversion of note payable for issuance of preferred stock

Common shares issued upon acquisition

Contingent consideration issued upon acquisition

Earn out shares issued in settlement of contingent liability

Note payable settled through non-cash exercise of warrants

Debt discount related to convertible promissory notes

Debt discount related to notes payable

Cancellation of restricted stock awards

Cancellation of stock options

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO INC.

LUNAI BIOWORKS INC.

AND SUBSIDIARIES

2 unchanged sentences

ACCOUNTING POLICIES

Business – On

August 20, 2025, the Company changed its corporate name from Renovaro Inc.

to Lunai Bioworks Inc.

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.

and together with its subsidiaries, the “Company”, “we” or “us”).

Renovaro Inc.

operates through two

subsidiaries, Renovaro Biosciences and Renovaro Cube.

Renovaro Cube refers to Renovaro Cube Intl Ltd.

(formerly known as GediCube Intl.

Ltd.) and its wholly owned subsidiaries GediCube, B.V.

and Grace Systems B.V., which were acquired on February 13, 2024.

Renovaro Biosciences is a biotechnology

company intending 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.

Renovaro Cube is an AI-driven healthcare technology company focusing on the earliest possible

detection of cancer and its recurrence.

Renovaro Cube has developed a proprietary AI platform that analyzes genetics using Explainable

AI to provide earlier and more accurate cancer diagnosis.

(“Renovaro”, and together with its subsidiaries, the “Company”, “we” or “us”) and

acquired GEDi Cube Intl Ltd and its subsidiaries GediCube B.V.

and Grace Systems B.V.

(“Renovaro Cube”), as a wholly owned

subsidiary pursuant to a stock purchase agreement.

On September 2, 2025, the Court of Amsterdam declared bankrupt Gedi Cube B.V.

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 –

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In the opinion of management, all adjustments (which include only normal recurring

adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2025, and 2024 and

for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared

in accordance with U.S.

adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2025, and 2024

and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements

prepared in accordance with U.S.

GAAP have been condensed or omitted.

The accompanying unaudited condensed consolidated financial statements should

be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2024 audited financial

The results of operations for the period ended March 31, 2025 are not necessarily indicative of the operating results for

the full year.

The accompanying unaudited condensed consolidated financial statements

should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2025 audited financial

The results of operations for the period ended September 30, 2025 are not necessarily indicative of the operating results

for the full year.

Consolidation – For

the three and nine months ended March 31, 2025, and 2024, the condensed consolidated financial statements include the accounts and operations

the three months ended September 30, 2025, and 2024, the condensed consolidated financial statements include the accounts and operations

of the Company and its subsidiaries.

All material inter-company transactions and accounts have been eliminated in the consolidation.

Bankruptcy - The Company

accounts for bankruptcy under ASC 810, Consolidation.

On September 2, 2025, the Court of Amsterdam declared bankrupt Gedi Cube B.V.

an indirect subsidiary of Lunai Bioworks, Inc.

As of September 30, 2025 the Company deconsolidated Gedi Cube B.V., derecognizing its net

liabilities and releasing the cumulative translation adjustment balance to earnings.

The bankruptcy resulted in a gain of $ 12,019,227

during the three months ended September 30, 2025.

Accounting Estimates –

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and equity instruments issued for goods or services.

Loss Per Share –Basic

earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period.

earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of Common Stock.

Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options that have been

granted but have not been exercised and shares issuable upon conversion of convertible preferred stock and convertible notes.

of the net loss for the nine months ended March 31, 2025, and 2024, the dilutive shares for all periods were excluded from the Diluted

EPS calculation as the effect of these potential shares of Common Stock is anti-dilutive.

The Company had 12,850,390 and 9,522,967 potential

shares of Common Stock excluded from the Diluted EPS calculation as of March 31, 2025, and 2024, respectively.

Loss Per Share –Basic earnings per common share (EPS) are based on the weighted average

number of shares of Common Stock outstanding during each period.

Diluted earnings per common share are based on shares outstanding (computed

as under basic EPS) and potentially dilutive shares of Common Stock.

Potential shares of Common Stock included in the diluted earnings

per share calculation include in-the-money stock options that have been granted but have not been exercised and shares issuable upon conversion

of convertible common stock and convertible notes.

The Company had 1,244,888 and 1,729,342 potential shares of Common Stock excluded from

the Diluted EPS calculation as of September 30, 2025, and 2024, respectively.

Functional Currency & Foreign

Currency Translation – The functional currency of Renovaro Biosciences Denmark ApS is the Danish Kroner (“DKK”)

and the functional currency of Renovaro Cube is the Euro (“EUR”).

Currency Translation – The functional currency of Renovaro Denmark is the Danish Kroner (“DKK”) and the functional

currency of Renovaro Cube is the Euro (“EUR”) and the functional currency of BioSymetrics Corp.

is Canadian Dollar (“CAD”).

The Company’s reporting currency is the U.S.

for the purpose of these financial statements.

The Company’s balance sheet accounts are translated into U.S.

dollars at the period-end

exchange rates and all revenue and expenses are translated into U.S.

dollars at the average exchange rates prevailing during the periods

ended March 31, 2025, and 2024.

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.

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.

at the average exchange rates prevailing during the periods ended September 30, 2025, and 2024.

Translation gains and losses are deferred

and accumulated as a component of other comprehensive income in stockholders’ equity.

Transaction gains and losses that arise from

exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement

of operations as incurred.

Investment in Equity Securities

7 unchanged sentences

purchased $ 500,000 of equity securities.

During the period ended March 31, 2025, the Company recorded a change in fair value of equity

securities for $ 210,281 (see note 3).

The investment in equity securities balance at March 31, 2025, was $ 710,281 .

Recently Adopted Accounting

Pronouncements – In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures ,” which requires a public entity to disclose significant segment expenses and other segment items on an

annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets

that are currently required annually.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU on July 1, 2024.

adoption of this ASU had no impact on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued

ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” which enhances the transparency and

decision usefulness of income tax disclosures by requiring;

(1) consistent categories and greater disaggregation of information in the

rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the

effectiveness of income tax disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption

These amendments are to be applied prospectively, with retrospective application permitted.

The Company is currently evaluating

the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes

there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial

During the period ended September 30, 2025, the Company recorded a change in fair value of equity

securities for $ 156,849 and sold the securities for $ 544,700 .

The investment in equity securities balance at September 30, 2025, was zero.

New Accounting Pronouncements

Not Yet Adopted - Recent accounting pronouncements issued by the FASB that have not yet been adopted by the Company are not expected

to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 2 — GOING CONCERN

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financing to fund operations.

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 .

As of September 30, 2025, the Company had cash and cash equivalents of $ 624,808 , an accumulated deficit

of $ 507,643,549 and a working capital deficit of $ 18,922,114 .

These conditions raise substantial doubt about the Company’s ability

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Management has reduced overhead

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

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

neurology and oncology diagnostics and therapeutic development platform.

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

In addition, the Company intends to secure additional required

funding through equity or debt financing.

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

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

could result in significant additional dilution to our stockholders.

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

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

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

until additional funding is obtained.

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

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

Funding that we may receive during the fiscal year 2025

is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization

of our products, to conduct the clinical and regulatory work to develop our product candidates, and to begin building working capital

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

However, there can be no assurance

that the Company will be able to obtain any sources of funding.

Such additional funding may not be available or may not be available on

reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders.

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

reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with

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

If we do not have sufficient funds

to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders

losing some or all of their investment in us.

Funding that we may receive during

the fiscal year 2026 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support

commercialization of our products, to conduct the clinical and regulatory work to develop our product candidates, and to begin building

working capital reserves.

NOTE 3 — FAIR VALUE MEASUREMENTS

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Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

There were no Level 2 and 3 assets,

or any Level 1 or 2 liabilities as of March 31, 2025.

There were no Level 1, 2 or 3 assets,

nor any Level 1 or 2 liabilities as of September 30, 2025.

Unless otherwise disclosed, the

1 unchanged sentence

expenses, lease obligations and notes payable approximate their recorded values due to their short-term maturities.

Level 1 assets held as of March

31, 2025, consisted of an investment in equity securities related to an extension agreement entered on February 28, 2024 .

The Company purchased 467,290 shares of common stock at a purchase price of $1.07 per share.

The investment in equity securities was recorded

at a fair value of $500,000 at the time of purchase and is subsequently remeasured to fair value at the end of each reporting period.

As of March 31, 2025, the Company held 467,290 shares of common stock in connection with the investment in equity securities.

Level 3 liabilities held as of

March 31, 2025, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro

September 30, 2025, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro

Cube, (the “Acquisition”).

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at the time of the Acquisition and is subsequently remeasured to fair value at the end of each reporting period.

As of March 31, 2025,

As of September 30, 2025,

there were 267,695 contingent shares issuable in connection with the Acquisition.

The Company’s assets and

liabilities measured at fair value on recurring bases as of March 31, 2025 were as follows:

Schedule of assets and

liabilities measured at fair value on recurring bases

Fair Value Measurements at

Reporting Date Using

Investment in equity securities

Total assets at fair value

Contingent consideration

Total liabilities at fair value

The fair value of the contingent

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underlying stock.

The key inputs to valuing the contingent consideration liability as of March 31, 2025, were:

Schedule of contingent consideration liability

The key inputs to valuing the contingent consideration liability as of September 30, 2025, were:

Schedule of key input to valuing the

contingent consideration liability

Exercise Price

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The following table sets forth the Level 3 liability

at March 31, 2025, which is recorded on the consolidated balance sheet at fair value on a recurring basis.

at September 30, 2025, 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:

of contingent consideration liability

Schedule of fair value measurement on recurring basis

Fair Value Measurements at

Reporting Date Using

Quoted Prices in

Active Markets for Identical Assets Inputs

Significant Other

Observable Inputs

Significant Other Unobservable Inputs

The roll forward of the contingent consideration liability is as follows:

Balance June 30, 2025

Fair value adjustment

( 10,990,000 )

Fair Value at March 31, 2025

Contingent Consideration Liability at September 30, 2025

NOTE 4 — INTANGIBLE ASSETS AND GOODWILL

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 .

Impairment – During the nine months ended March

31, 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 $ 47,614,729 was recorded for

the period ended March 31, 2025.

At March 31, 2025 and June 30,

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 $ 5,963,500 , software valued at $ 143,000 and Trademark valued at $ 8,000 .

At September 30, 2025 and June

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

Schedule of definite-life and indefinite-life intangible assets

Schedule of definite-life

and indefinite-life intangible assets

June 30, 2025

Translation Adjustment

March 31, 2025

September 30, 2025

Definite Life Intangible Assets

Software platform

Less Accumulated Amortization

Net Definite-Life Intangible Assets

( 47,614,729 )

Total Goodwill

$ 159,330,161

$ ( 47,614,729 )

$ 112,642,272

Expected future amortization expense is as follows:

Schedule of expected future amortization expense

Schedule of future amortization expense

Years ended June 30,

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Common Stock at the Note Conversion Price of $33.80.

On September 18, 2025, the Company entered into the

First Amendment to Convertible Promissory Note whereby the January 2024 Note that matured on December 29, 2024, was amended extending

the Maturity Date in the second paragraph of the Note from December 29, 2024 to December 29, 2025.

Accordingly, the Note unless otherwise

amended, replaced, or otherwise altered by this First Amendment, any and all terms contained in the Note continue in full force and effect.

December 2023 Notes —

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cash, on the first day of each quarter of each year following the issue date prior to the maturity of the December 2023 Notes.

Notwithstanding

the immediately foregoing, at the option of the holder, interest may accrue on the December Notes on a quarterly basis.

The December 2023

Notes are convertible into shares of the Company’s Common Stock in whole or in part at any time and from time to time, after the

original issue date and prior to the Maturity Date, at a conversion price of $3.38 per share.

The January 2024 Note and December

2023 Notes balance at March 31, 2025 was $ 245,000 .

2023 Notes balance at September 30, 2025, was $ 245,000 .

Notes Payable —

Bridge Loans — 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

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.

On August 18, 2025, the Company

issued Promissory Notes in the aggregate principal amount of $ 1,000,000 incurring $ 80,000 of placement costs.

The Notes bear an interest

rate of 18 % per annum and mature on the 6-month anniversary of the Issue Date, (the “Maturity Date”).

The Company is required to pay principal and interest on the Maturity Date.

These notes balance at September 30, 2025, was $ 938,495 net

amortization placement cost of $ 18,495 .

From July 3, 2025, to August 19,

2025, the Company issued Promissory Notes in the aggregate principal amount of $ 695,000 .

The Notes bear an interest rate of 10 % per

annum and mature on June 30, 2026, (the “Maturity Date”).

The Company is required to pay principal and interest

on the Maturity Date .

These notes balance at September 30, 2025, was $ 695,000 .

On July 7, 2025, Lunai Bioworks Inc.

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.

Convertible Notes mature on July 31, 2025, and do not bear any interest.

The exchange resulted in a $6,329,592 loss on extinguishment

Immediately following the issuance

of the Convertible Notes on July 7, 2025, the Investors elected to convert the entire $ 16.1 million principal amount into an aggregate

of 5.36 million shares of common stock (the “Conversion Shares”), based on the stated $ 3.00 per share conversion price.

$3.00 (on a post reverse split basis) per share conversion price of the Convertible Notes represented a premium to the closing price of

the Company’s common stock on July 7, 2025, the date of execution and conversion.

As a result, the issuance of the 5.36 million

shares of common stock upon conversion of the Convertible Notes did not constitute a “below market” issuance under applicable

Nasdaq listing rules and did not trigger stockholder approval requirements under Nasdaq Listing Rule 5635(d).

The shares were issued without

any additional consideration from the Investors.

Bridge Loans — From June 4, 2025

to June 14, 2025, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”)

and Laksya Ventures Inc.

to issue Promissory Notes for the principal amount of $ 1,725,000 to each note holder.

The Company received $ 3,450,000

in gross proceeds.

The notes bear an interest rate of 10 % per annum and mature on December 31, 2025.

On July 7, 2025, the Company entered

into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory notes.

The exchange resulted in a

$ 2,262,774 loss on extinguishment of debt.

Immediately following the issuance of the convertible notes on July 7, 2025, the investors

elected to convert the entire note balance for shares of common stock.

The notes balance at September 30, 2025, 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.

The note balance at March 31, 2025, was $ 2,650,000 with

Paseco ApS and Laksya Ventures Inc.

each holding $ 1,325,000 .

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 September 30, 2025, was zero with Paseco ApS and Laksya Ventures

From November 12, 2024 to December

2 unchanged sentences

The note bears an interest rate of 10% per annum and matures on December

During the period ended March 31, 2025 approximately € 50,000 was reclassed to accounts payable.

On February 24, 2025 Paseco

ApS assigned 50 % of its ownership rights to Laksya Ventures Inc.

On February 24, 2025 Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc.

with all terms remaining unchanged.

The note balance at March 31, 2025

was approximately $ 490,000 with Paseco ApS and Laksya Ventures Inc.

each holding $ 245,000 .

On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory

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 September 30,

2025 was approximately zero with Paseco ApS and Laksya Ventures Inc.

On November 1, 2024, Renovaro Cube

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The note bears an interest rate of 10% per annum and matured on February 24, 2025.

The note balance at March 31, 2025 was approximately

The note balance at September 30, 2025 was approximately

On September 16, 2024, the Company

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Rene Sindlev with all terms remaining unchanged.

The note balance at March 31, 2025 was $ 100,000 .

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.

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 September 30, 2025 was zero.

On September 6, 2024, Renovaro

4 unchanged sentences

with all terms remaining unchanged.

The note balance

at March 31, 2025 was approximately $ 57,000 with Paseco ApS and Laksya Ventures Inc.

each holding $28,500.

On July 7, 2025,

the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note.

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 September 30, 2025 was zero with Paseco

ApS and Laksya Ventures Inc.

On February 5, 2024, the Company

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ownership rights to Rene Sindlev with all terms remaining unchanged.

The note balance, net of discount at March 31, 2025 was $ 105,263 .

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

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 September 30, 2025 was zero.

On January 2, 2024, the Company

5 unchanged sentences

Sindlev with all terms remaining unchanged.

The note balance, net of discount at March 31, 2025 was $ 526,315 .

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 September 30, 2025 was zero.

On November 3, 2023, the Company

5 unchanged sentences

On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged.

The note balance, net of

discount at March 31, 2025 was $ 750,000 .

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 September 30, 2025 was zero.

Promissory Note — On

7 unchanged sentences

its ownership rights to Rene Sindlev with all terms remaining unchanged.

The Promissory Note balance at March 31, 2025 is $ 831,497 .

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

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 September 30, 2025 was zero.

The Company’s obligations

under the Promissory Note, November 2023 Note, January 2024 Note, February 2024 Note and the September 2024 Note are secured by a Security

under the referenced Promissory and Bridge Notes, except for those originally entered into by Renovaro Cube, are secured by a Security

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

Upon an Event of Default (as defined in the notes, respectively) Paseco ApS 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.

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.

NOTE 6 — STOCKHOLDERS’ EQUITY

8 unchanged sentences

the 2023 Purchase Agreement, the Company issued 69,602 shares of Common Stock to Lincoln Park as a commitment fee on June 20, 2023.

During the quarter ended March

During the quarter ended September

30, 2025 and 2024, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Common Stock Issuances

14, 2024, Renovaro Inc., a Delaware corporation (the “ Company ”) closed a private placement of 5,315,215 of

the Company’s units, each such Unit consisting of (i) one share of the Company’s Common Stock and (ii) one common stock purchase

warrant to purchase one-tenth of a share of Common Stock, with certain investors (the “June 2024 Private Placement”).

to the June 2024 Private Placement, ranging from July 3, 2024, to October 10, 2024, the Company sold 1,613,596 Units at a price per Unit

equal to $ 1.4726 to a certain investor who paid in cash an aggregate amount of $ 2,376,181 in consideration of the Units.

On August 1, 2024, the Company

issued 2,000,000 shares of Common Stock for consulting services valued at $ 1,400,000 .

On October 14, 2024, the Company

issued 250,000 shares of Common Stock to its Chief Executive Officer valued at $ 137,500 .

On October 14, 2024, the Company

issued 500,000 shares of Common Stock for consulting services valued at $ 275,000 .

On October 17, 2024, the Company

issued 160,000 shares of Common Stock for consulting services valued at $ 118,400 .

On January 21, 2025, the Company

issued 250,000 shares of Common Stock to its Chief Executive Officer of Renovaro Cube valued at $ 177,500 .

Beginning February 24, 2025, the Company entered into a public equity offering.

(see Note 7 – Commitment and Contingencies).

On July 7, 2025, Lunai Bioworks Inc.

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.

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

Noes on July 7, 2025, the Investors elected to convert the entire $ 16.1 million principal amount into an aggregate of 5.36 million shares

of common stock (the “Conversion Shares”), based on the stated $ 3.00 per share conversion price.

The $ 3.00 per share conversion

price of the Convertible Notes represented a premium to the closing price of the Company’s common stock on July 7, 2025, the date

of execution and conversion.

On July 25, 2025, the Company issued 5,500

shares of Common Stock for settlement of accounts payable valued at $ 17,050 .

On September 5, 2025, the Company

issued 79,647 shares of Common Stock for settlement of accounts payable valued at $ 167,259 .

On September 18, 2025, the Company filed a Certificate of Amendment to the

Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware

to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $ 0.0001 per share (the “Common

Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 12:01 a.m.

(New York time) on September

29, 2025 (the “Reverse Stock Split”).

All shares and the respective per-share amounts have been retroactively restated to

reflect the reverse split.

The Common Stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on September

Stock-based Compensation

4 unchanged sentences

The weighted-average assumptions used to estimate the fair values of

the stock options granted using the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2025:

the stock options granted using the Black-Scholes option-pricing model.

During the three months ended September 30, 2025, the Company

granted no options.

Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted

Renovaro Inc.

Lunai Bioworks Inc.

Expected term (in years)

4 unchanged sentences

On August 23, 2024, Avram Miller,

a former member of the Company’s board of directors (the “Board of Directors”), forfeited 833,333 shares of Common Stock

from the original 1,000,000 shares of Common Stock for advisory services originally granted to him on October 11, 2023.

As consideration

for such forfeiture, the Company granted to Mr.

Miller, an option to purchase 978,261 shares of Common Stock of the Company with a per-share

exercise price of, $ 0.69 .

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 $ 847,082 related to the vesting of the stocks options during the period ended March 31, 2025.

31, 2025, the Company had $ 497,761 of unrecognized compensation cost related to the options which vest at August 23, 2025.

On October 14, 2024, the

Company issued 1,600,000 stock options to its Chief Executive Officer.

The options had a fair value of $ 731,200 , fully vest on January

1, 2027 and expire on October 14, 2034 .

On November 4, 2024, the Company

issued 362,904 stock options to its board of directors.

The options had a fair value of $ 190,525 on the grant date, fully vest on October

14, 2025 and expire on November 4, 2034 .

On November 4, 2024, the Company

issued 58,500 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 58,500 options

which were issued on November 4, 2024.

On January 21, 2025, the Company

issued 250,000 stock options to the Chief Financial Officer of Renovaro Cube.

The options had a fair value of $ 151,750 on the grant date,

fully vest on January 6, 2027, and expire on January 21, 2035 .

On January 21, 2025, the Company

issued 1,000,000 stock options to its board of directors.

The options had a fair value of $ 593,000 on the grant date, fully vest on December

30, 2029, and expire on January 21, 2035 .

total, the Company recognized stock-based compensation expense related to options of $ 263,631 and $ 1,179,940 for the three and nine months

ended March 31, 2025, respectively.

The Company recognized stock-based compensation expense related to options of $ 1,326,592 and

$ 2,775,793 for the three and nine months ended March 31, 2024, respectively.

At March 31, 2025, the Company had approximately

$ 1,338,933 of unrecognized compensation cost related to non-vested options.

The Company recognizes compensation

costs for warrants non-employees based on their grant-date fair value.

The value of each warrant is estimated on the date of grant using

the Black-Scholes option-pricing model.

The weighted-average assumptions used to estimate the fair values of the warrants granted using

the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2025:

Schedule of Black-Scholes option-pricing model

Renovaro Inc.

Expected term (in years)

Risk free interest rate

Dividend yield

On February 24, 2025, the Company issued 3,175,000 warrants to Paseco ApS.

The company recognized stock-based compensation related to warrants of $1,235,538 in the period ended March 31, 2025.

March 31, 2025, the Company had zero unrecognized compensation cost related to non-vested warrants.

a former member of the Company’s board of directors (the “Board of Directors”), forfeited 83,333 shares of

Common Stock from the original 100,000 shares of Common Stock for advisory services originally granted to him on October 11,

As consideration for such forfeiture, the Company granted to Mr.

Miller, an option to purchase 97,826 shares of Common

Stock of the Company with a per-share exercise price of $6.90.

The Company determined that this transaction represented a modification

of the original award.

The Company measured the fair value of the options issued as compared to the fair value of the original issuance

and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of

the Common Stock.

Therefore, the Company will recognize the remaining fair value of the original award over the remaining vesting period,

which is one year.

The Company recognized stock-based compensation expense of $185,373 related to the vesting of the stocks options

during the quarter ended September 30, 2025.

At September 30, 2025, the Company had zero unrecognized compensation cost related to the

options which fully vested on August 23, 2025.

total, the Company recognized stock-based compensation expense of $ 181,312 net a recapture of $127,032 related to options and $ 36,973

related to restricted stock awards for the three months ended September 30, 2025.

For the three months ended September 30, 2024, the Company

recognized stock-based compensation expense related to options of $ 357,648 .

September 30, 2025, the Company had approximately $ 192,608 of unrecognized compensation cost related to non-vested options.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

21 unchanged sentences

after January 31, 2022.

The Company paid zero under the HBV License Agreement during the quarters ending March 31, 2025, and 2024.

Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies sub-section

The Company paid zero under the HBV License Agreement during the quarters ending September 30, 2025, and 2024.

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

46 unchanged sentences

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the

“Manici Action”) and together, the “Securities Class Action Litigation”) 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.

“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, but the Chow action remains pending.

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.

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, dated November 8, 2024.

The plaintiff filed their motion for preliminary approval of the

settlement on December 9, 2024.

On December 18, 2024, the Company filed a notice of non-opposition to the motion for preliminary approval

of the settlement.

On January 7, 2025, the Court took the plaintiff’s motion for preliminary approval of the settlement under consideration

without oral argument.

A mediation was held on September 17, 2024, after which the parties

signed a stipulation of settlement that, subject to final approval by the United States District Court for the Central District of California,

provides for resolution of the Securities Class Action Litigation.

The Court granted the lead plaintiff’s motion for preliminary

approval of the settlement on August 18, 2025.

Federal Derivative Litigation.

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District of California (the “Koenig Matter”).

On January 19, 2023, John Solak filed a substantially similar shareholder derivative

action in the United States District Court for the District of Delaware (the “Solak Matter”).

Both derivative actions recite

similar underlying facts as those alleged in the Securities Class Action Litigation.

The actions, filed on behalf of the Company, name

Serhat Gümrükcü and certain of the Company’s former directors as defendants.

The actions also name the Company as

a nominal defendant.

The actions allege violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out

claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiffs do not

quantify any alleged injury, but seek 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 April 4, 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 the defendants’ motion to dismiss the Securities Class Action Litigation.

The Koenig Matter is currently stayed

and the parties’ deadline to file a joint status report is July 11, 2025.

On April 30, 2025, the court stayed the Solak Matter for

ninety (90) days and the deadline for the parties to file a joint status report or further stay of the action is July 29, 2025.

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.

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 defendants

have not yet responded to the Koenig or Solak complaints.

The Company intends to contest these matters but expresses no opinion as to

the likelihood of favorable outcomes.

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.

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

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, reciting

similar underlying facts as those alleged in the Securities Class Action Litigation (the “Midler Matter”).

The action, filed

on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants.

The action also names the Company as a nominal defendant.

The action 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 the defendants’ motion to dismiss the Securities Class Action Litigation.

On April 29, 2025, the court

stayed the Midler Matter for ninety (90) days.

The parties’ deadline to file a joint status report in the Midler action is July

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County (the “Midler

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

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 defendants have not yet responded to the complaint.

The Company intends to contest this matter but expresses no opinion

as to the likelihood of a favorable outcome.

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.

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.

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, 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.

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.

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as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements.

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.

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

At the May 1, 2025, trial setting conference, the court reset the trial to begin on November 30, 2026.

remains ongoing.

The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend against them while

pursuing its claims against the Defendants.

1, 2021, the Company’s former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the

District Court for the District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers.

In the Complaint, Mr.

Wolfe and Crossfield, Inc.

asserted claims for abuse of process and malicious prosecution, alleging, inter alia,

that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages,

as well as punitive damages.

The allegations in the Complaint relate to an earlier action filed by the Company and Renovaro Biosciences

Denmark ApS in the Vermont Superior Court, Orange Civil Division.

On March 3, 2022, the court partially granted the Company’s motion

to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen,

the Company’s former Chief Executive Officer and former member of the Board of Directors, respectively.

On November 29, 2022, the

Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution.

On August 24, 2023, the

court denied the motion for summary judgment.

about April 16, 2025, the parties entered into a confidential settlement agreement.

The confidential settlement agreement requires certain

events to occur within 45 days and 60 days and, accordingly, the court has entered a 65-day dismissal nisi.

Unless a party moves to reopen

within the 65-day period, the action will be dismissed with prejudice.

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

Discovery remains ongoing.

The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend against them while pursuing its

claims against the Defendants.

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.

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The Company moved to dismiss the Verified Complaint on September

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.

4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“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

(2) dismissed the fraudulent inducement claim as time barred;

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.

denies Plaintiffs’ allegations and remaining claims and intends to vigorously defend against these claims.

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”).

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.

The Company denies Plaintiffs’ allegations and remaining

claims and intends to vigorously defend against these claims.

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

The Demand seeks the Company’s books and records in connection with various issues identified in the Demand.

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

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as its counsel to investigate the issues identified in the demand letters.

The Special Committee’s investigation is ongoing.

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.

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

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.

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, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the Company

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

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

A hearing on the motion to dismiss was held on October 3, 2024 and the court subsequently took the motion under submission.

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.

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.

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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 and a hearing

has been scheduled for June 25, 2025.

Equity Contingencies

Between February 24, 2025 and

March 25, 2025, the Company received gross proceeds of $ 3,000,000 from

an investor participating in the equity offering of up to $15,000,000 made

to a group of investors whereby each investor is to receive one Common Stock and one Warrant for every dollar invested.

As of March 31,

2025, the equity offering had not yet closed.

Pursuant to the terms of the offering, the investors retain the right to require the return

of their funds in the event the offering does not close.

Because the closing of the offering has not occurred yet as of March 31, 2025,

and the return of proceeds remains within the control of the investor, the Company has classified the $ 3,000,000 as a liability on its

condensed consolidated balance sheet as of March 31, 2025.

The Company will reassess the classification of this amount in future periods

based on the status of the offering and any changes to the related rights or obligations.

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.

Lunai commenced an action against Predictive Oncology, Inc.

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.

NOTE 8 — RELATED PARTY TRANSACTIONS

As of March 31, 2025, the Company

As of September 30, 2025, the Company

has accrued $ 384,949 of compensation related expenses for the Company’s former Chief Executive Officer, Mark Dybul, related to budget

On August 23, 2024, Avram Miller,

a former member of the Board of Directors, forfeited 833,333 shares of Common Stock from the original 1,000,000 shares of Common Stock

for advisory services originally granted to him on October 11, 2023.

a former member of the Company’s board of directors (the “Board of Directors”), forfeited 83,333 shares of

Common Stock from the original 100,000 shares of Common Stock for advisory services originally granted to him on October 11,

As consideration for such forfeiture, the Company granted to Mr.

Miller, an option to purchase 978,261 shares of Common Stock of the Company with a per-share exercise price of $ 0.69 .

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 $ 847,082 related

to the vesting of the stocks options during the period ended March 31, 2025.

At March 31, 2025, the Company had $ 497,761 of unrecognized

compensation cost related to the options which vest at August 23, 2025.

Miller, an option to purchase 97,826 shares of Common

Stock of the Company with a per-share exercise price of $ 6.90 .

The Company determined that this transaction represented a modification

of the original award.

The Company measured the fair value of the options issued as compared to the fair value of the original issuance

and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of

the Common Stock.

Therefore, the Company will recognize the remaining fair value of the original award over the remaining vesting period,

which is one year.

The Company recognized stock-based compensation expense of $ 185,373 related to the vesting of the stocks options

during the quarter ended September 30, 2025.

At September 30, 2025, the Company had zero unrecognized compensation cost related to the

options which fully vested on August 23, 2025.

NOTE 9 — SEGMENT REPORTING

For the period ending March 31,

2025, 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.

For the period ending September

30, 2025, the Company had three reportable segments.

These segments have different strategic and economic goals and are managed separately

because they require different technology and marketing strategies.

Reportable Segment

RENB (United States)

Developing new immunotherapies to combat cancer

RENC (Netherlands)

Integrating multimodal data sources, including genomics, imaging, electronic health records, and other real-world evidence, to advance biomarker discovery, therapeutic development, and precision medicine.

Developing a predicative artificial intelligence based diagnostic methodology for the use of earlier cancer detection

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chief executive officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly.

During the period ending March 31, 2025, 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.

During the period ending September 30, 2025, 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.

Schedule of segment operating loss and asset

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.

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 September 30, 2025.

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 September

Schedule of segment operating loss and

asset information

Operating loss

United States

$ 117,726,120

United States (RENB)

United States (BioSymetrics)

Netherlands (RENC)

operating decision maker uses loss from operations to evaluate the performance of each segment’s assets in deciding how to allocate

4 unchanged sentences

used in assessing the performance of the segment.

regarding each reportable segment for the three months ended March 31, 2025, is as follows:

regarding each reportable segment for the three months ended September 30, 2025, is as follows:

Schedule of information regarding segment reporting

1 unchanged sentence

Research and development

Goodwill impairment

Depreciation and amortization

Segment operating loss

regarding each reportable segment for the nine months ended March 31, 2025, is as follows:

General and administrative

Research and development

Goodwill impairment

Long-lived asset impairment

Depreciation and amortization

1 unchanged sentence

Geographic information:

RENC are managed on a worldwide basis but operate in offices located in the United Stated and the Netherlands, respectively.

The geographic

information analyses the Company’s operations and assets based on the country in which each segment operates.

In presenting this

geographic information, segment operating results have been based on the geographic location in which the services were provided to the

segment and segment assets were based on the geographic location of the assets.

NOTE 10 — ACQUISITION

28, 2023, the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with GEDi Cube Intl Ltd.,

a private company formed under the laws of England and Wales (“ GEDi Cube ”) to acquire 100% of the equity interests

of GEDi Cube from its equity holders (the “ Sellers ”).

On September 28, 2023, the Board of Directors of the Company,

and the board of managers of GEDi Cube unanimously approved the Purchase Agreement and on January 25, 2024, the shareholders of the Company

approved the issuance of the shares of Common Stock pursuant to the Purchase Agreement.

On February 13, 2024 (the “Closing Date”),

the Company consummated the acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively,

BioSymetrics and RENC are managed on a worldwide basis but operate in offices located in the United States and the Netherlands, respectively.

The geographic information analyses the Company’s operations and assets based on the country in which each segment operates.

presenting this geographic information, segment operating results have been based on the geographic location in which the services were

provided to the segment and segment assets were based on the geographic location of the assets.

NOTE 10 — ACQUISITIONS

BioSymetrics Inc.

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 ”).

As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company.

to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of GEDi

Cube owned by the Sellers as of the Closing Date (each, a “GEDi Cube Share” and, collectively, the “GEDi Cube Shares”)

in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate

of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089

shares of Common Stock issued and outstanding as of the Closing Date (minus (a) 1 million shares of Common Stock previously issued to

a consultant assisting with the Transaction and (b) 1 million shares of Common Stock previously issued to Avram Miller, a director of

the Company, pursuant to his Advisory Agreement, dated October 11, 2023, by and between Mr.

Miller and the Company) (the “Closing

Consideration”) plus 5,610,100 shares of Common Stock representing the Seller’s Earnout Shares (defined below) resulting from

the automatic conversion of the Company’s Series A Convertible Preferred and, (ii) following the Closing Date, such Seller’s

pro rata percentage of the shares of Common Stock (the “Earnout Shares” and, together with the Closing Consideration, the

“Exchange Consideration”) to be issued to the Sellers upon the exercise or conversion of any of the Company’s derivative

securities (subject to certain exceptions) that are outstanding at the Closing Date (the “Closing Derivative Securities”).

Each Seller’s pro rata percentage of the Exchange Consideration is equal to the ratio of the aggregate number of GEDi Cube Shares

owned by such Seller divided by the aggregate number of GEDi Cube Shares issued and outstanding, in each case, as of the Closing Date.

transaction was accounted for in accordance with the provisions of ASC 805-10 - Business Combinations .

of the issuance of the Closing Consideration on the Closing Date and based on the number of shares of Common Stock outstanding as of the

Closing Date, the Sellers held approximately 49% of the issued and outstanding shares of Common Stock immediately following the closing

of the Transaction and the conversion of the Series A Convertible Preferred Stock.

acquired and liabilities assumed were initially recognized provisionally 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

The Company completed its accounting for this acquisition during the period ended June 30, 2024.

As a result of the completion of

the Company’s analysis, the amount of provisional in-process research and development was determined to have a value of nil.

the amount of goodwill recognized was increased to include the previously recognized provisional amount of in-process research and development.

There was no impact to the Company’s consolidated statement of operations as a result of this change to the provisional allocation.

On April 8, 2025, Lunai consummated the Transaction and issued 1.5 million shares of Lunai’s

common stock, par value $ 0.0001 per share (the “ Shares ”), to the former stockholders of Biosymetrics in accordance

with the terms of the Merger Agreement.

The offer and sale of the Shares have not been registered

under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance on the exemption from registration

requirements thereunder provided by Section 4(a)(2) thereof.

Lunai relied in part upon representations contained in the Merger Agreement

that all those receiving Shares in connection with the Transaction are “accredited investors” as defined in Rule 501(a) under

the Securities Act.

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

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:

Schedule of acquisition date fair value

$ 136,001,631

Contingent consideration

Schedule of acquisition

fair value of the consideration

Total consideration transferred

$ 156,559,131

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 fair value of the contingent consideration was based on the Sellers’ right to receive additional

shares of common, pro rata, upon the exercise or conversion of warrants, options and convertible notes payables outstanding as of the

Closing Date.

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

Schedule of fair value of assets acquired and liabilities assumed

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

Schedule of fair values of the assets acquired and liabilities

Prepaid & Other Assets

Operating lease ROU

Total Assets Acquired:

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Accrued Expenses

Operating Lease liability

Notes Payable

Other Current Liabilities

Total Liabilities Assumed

Net Assets Acquired

( 2,904,909 )

Total Consideration

$ 156,559,131

recognized is attributable primarily to expected synergies and the assembled workforce of Gedi Cube.

recognized is attributable primarily to expected synergies and the assembled workforce of BioSymetrics.

None of the goodwill is expected

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The following consolidated pro

forma information assumes that the acquisition of Renovaro Cube took place on July 1, 2023 for the statement of operations for the nine

month period ended March 31, 2024.

forma information assumes that the acquisition of BioSymetrics Inc.

took place on July 1, 2024 for the statement of operations for the

three-month period ended September 30, 2024.

These amounts have been estimated after applying the Company’s accounting policies:

Schedule of consolidated proforma information

Three months ended

March 31, 2024

Nine months ended

March 31, 2024

$ ( 15,842,575 )

$ ( 67,967,173 )

The unaudited

pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations

would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of

Schedule of statement of operations

The unaudited pro forma results

are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been

if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

NOTE 11 — SUBSEQUENT EVENTS

26, 2025, Renovaro, Inc., a Delaware corporation (“ Renovaro ”), entered into an Agreement and Plan of Merger (the “ Merger

Agreement ”) with Renovaro Acquisition Sub, a Delaware corporation and wholly owned subsidiary of Renovaro (“ Merger

Sub ”), and Biosymetrics, Inc., a Delaware corporation (“ Biosymetrics ”), pursuant to which Renovaro 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 Renovaro (the “ Transaction ”).

On April 8, 2025, Renovaro consummated the Transaction

and issued 15.0 million shares of Renovaro’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.

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.

Renovaro 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.

On November 4, 2025, the Company

issued 20,000 shares of Common Stock for consulting services valued at $ 16,680 .

On October 30, 2025, the Company

cancelled 25,000 shares of Common Stock upon termination, previously issued to the former Chief Executive Officer of Renovaro Cube

valued at $ 177,500 .

On October 29, 2025, the Company

issued 237,500 shares of Common Stock pursuant to a settlement agreement valued at $ 228,000 .

On October 17, 2025, the Company

issued 20,000 shares of Common Stock for consulting services valued at $ 24,000 .

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 1. Financial Statements