What changed in this filing

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Item 1. Financial Statements

2026-02-17 compared with 2025-11-14 · 402 added, 271 removed, 794 unchanged (46% of the section changed)

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The results for the period ended

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

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

These financial statements and related

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CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS:

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no shares issued and outstanding

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

Common stock, par value $ 0.0001 , 350,000,000 shares authorized, 24,187,356 shares issued and outstanding at December 31, 2025;

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

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Total Stockholders’ Deficit

( 13,548,788 )

( 21,349,841 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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For the Three Months Ended

September 30,

For the Six Months Ended

Operating Expenses

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LOSS FROM OPERATIONS

Other Income (Expense)

( 1,823,414 )

( 4,546,316 )

( 5,131,774 )

( 57,884,869 )

Other Income (Expenses)

Change in fair value of contingent consideration

( 2,590,000 )

Loss on extinguishment of debt

( 6,329,592 )

Change in fair value of equity securities

Gain on bankruptcy of subsidiary

Loss on extinguishment of debt

Interest expense

Interest income and other income (expense)

Interest and other income

Total Other Income (Expense)

( 2,706,078 )

NET INCOME (LOSS)

$ ( 1,799,404 )

$ ( 7,252,394 )

$ ( 51,464,429 )

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 - BASIC AND DILUTED

See accompanying notes to the unaudited condensed consolidated

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For the Three Months Ended

September 30,

For the Six Months Ended

Net Income (Loss)

$ ( 1,799,404 )

$ ( 7,252,394 )

$ ( 51,464,429 )

Other Comprehensive Income (Loss)

Foreign Currency Translation, net of taxes

( 10,144,818 )

( 10,953,864 )

( 3,676,757 )

Comprehensive Loss

See accompanying notes to the unaudited condensed consolidated

financial statements.

$ ( 1,810,266 )

$ ( 17,397,212 )

$ ( 9,934,248 )

$ ( 55,141,186 )

See accompanying notes to the unaudited condensed

consolidated financial statements.

LUNAI BIOWORKS INC.

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EQUITY (DEFICIT)

# of Common Shares

Common Shares Amount

Common Shares

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss

June 30, 2024

$ 464,601,486

$ ( 332,455,081 )

$ ( 170,846 )

$ 131,977,144

Issuance of common stock under private placement offering

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Stock-based compensation

( 44,212,035 )

( 44,212,036 )

Foreign currency translation adjustment

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( 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

$ 469,824,807

$ ( 383,919,511 )

$ ( 3,847,603 )

Common Shares

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

June 30, 2025

$ 478,296,113

( 510,462,570 )

( 21,349,841 )

Issuance of common stock pursuant to conversion of convertible notes

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Foreign currency translation adjustment

( 10,943,003 )

September 30, 2025

$ 494,728,618

$ ( 507,643,549 )

$ ( 128,161 )

$ ( 13,040,774 )

Restricted shares issued for services rendered

Issuance of common stock pursuant to settlement

Issuance of common stock under private placement offering

Issuance of common stock pursuant to conversion of convertible notes

Forfeited shares of common stock

Stock-based compensation

( 1,799,404 )

Foreign currency translation adjustment

December 31, 2025

$ 496,030,769

$ ( 509,442,953 )

$ ( 139,023 )

$ ( 13,548,788 )

See accompanying notes to the unaudited condensed consolidated

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

September 30,

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

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

$ ( 51,464,429 )

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

Depreciation and amortization

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Change in value of contingent consideration

( 6,660,000 )

Change in value of equity securities

Stock-based compensation expense

Restricted shares for services rendered

Gain on bankruptcy of subsidiary

( 12,019,227 )

Long-lived asset impairment

Goodwill impairment

Gain on settlement of accounts payable

Amortization of debt issuance cost

Amortization of discount of notes payable

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NET CASH USED IN OPERATING ACTIVITIES

( 2,420,323 )

( 4,576,052 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Sale of equitable securities

NET CASH USED IN INVESTING ACTIVITIES

Purchase of property and equipment

NET CASH PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

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SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES

Finance agreement entered into in exchange for prepaid assets

Conversion of convertible note payable for issuance of common stock

Debt discount related to convertible promissory notes

Cancellation of restricted stock awards

Cancellation of stock options

Cancellation of restricted stock awards

See accompanying notes to the unaudited condensed consolidated

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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 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.

adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 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.

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, 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.

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 December 31, 2025 are not necessarily indicative of the operating results for

the full year.

Consolidation – For

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

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

of the Company and its subsidiaries.

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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.

As of the six months ended December 31, 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 six months ended December 31, 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.

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.

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 common stock and convertible notes.

had 2,117,618 and 1,932,177 potential shares of Common Stock excluded from the Diluted EPS calculation as of December 31, 2025, and 2024,

respectively.

Functional Currency & Foreign

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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.

at the average exchange rates prevailing during the periods ended December 31, 2025, and 2024.

Translation gains and losses are deferred

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purchased $ 500,000 of equity securities.

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

During the period ended December 31, 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.

The investment in equity securities balance at December 31, 2025, was zero.

New Accounting Pronouncements

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financing to fund operations.

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 .

As of December 31, 2025, the Company had cash and cash equivalents of $ 491,645 , an accumulated deficit of

$ 509,442,953 and a working capital deficit of $ 19,487,088 .

These conditions raise substantial doubt about the Company’s ability

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Inputs, other than quoted prices in active markets, that are observable either directly or indirectly;

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

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 1, 2 or 3 assets,

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

nor any Level 1 or 2 liabilities as of December 31, 2025.

Unless otherwise disclosed, the

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Level 3 liabilities held as of

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

December 31, 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 September 30, 2025,

As of December 31, 2025,

there were 254,621 contingent shares issuable in connection with the Acquisition.

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underlying stock.

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

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

Schedule of key input to valuing the

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Expected Term (years)

The following table sets forth the Level 3 liability

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 following table sets forth

the Level 3 liability at December 31, 2025, which is recorded on the consolidated balance sheet at fair value on a recurring basis.

required, this liability is classified based on the lowest level of input that is significant to the fair value measurement:

Schedule of fair value measurement on recurring basis

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Fair value adjustment

Contingent Consideration Liability at September 30, 2025

Contingent Consideration Liability at December 31, 2025

NOTE 4 — INTANGIBLE ASSETS AND GOODWILL

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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

At December 31, 2025 and June 30,

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

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Translation Adjustment

September 30, 2025

December 31, 2025

Definite Life Intangible Assets

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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.

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

On December 29, 2025 the Note was fully converted for principal and interest in the amount of $ 154,753 for 4,579 shares of

Common Stock automatically upon maturity at the Note Conversion Price of $ 33.80 .

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.

The January 2024 Note and December

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

The December 2023 Notes balance

at December 31, 2025, was $ 120,000 .

Notes Payable —

On December 15, 2025, the Company

issued a Promissory Note in the aggregate principal amount of $ 200,000 .

The Note bears an interest rate of 10 % per annum and

matures on June 30, 2026, (the “Maturity Date”).

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

The note balance at December 31, 2025, was $ 200,000 .

On August 18, 2025, the Company

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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 .

These notes balance at December 31, 2025, was $ 978,495 net

of amortization and placement cost of $ 58,495 .

From July 3, 2025, to August 19,

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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

These notes balance at December 31, 2025, was $ 695,000 .

On July 7, 2025, Lunai Bioworks

(“Lunai”) entered into an Exchange Agreement (the “Exchange Agreement”) with certain accredited investors

(the “Investors”), all of whom are existing shareholders of the Company.

Pursuant to the Exchange Agreement, the Investors

agreed to exchange an aggregate of $ 9.7 million in outstanding secured promissory notes (the “Secured Notes”) for $ 16.1 million

in new convertible promissory notes (the “Convertible Notes”), representing a 65% premium to the principal and interest amount

of the Secured Notes.

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

The exchange resulted in a $ 6,329,592

loss on extinguishment of debt.

Immediately following the issuance

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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.

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.

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.

On July 7, 2025,

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

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 December 31, 2025, was zero

with Paseco ApS and Laksya Ventures Inc.

From October 21, 2024 to January

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the entire note balance for shares of common stock.

The note balance at September 30, 2025, was zero with Paseco ApS and Laksya Ventures

The note balance at December 31, 2025, was zero with Paseco ApS and Laksya Ventures

From November 12, 2024 to December

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on July 7, 2025, the investors elected to convert the entire note balance for shares of common stock.

The note balance at September 30,

The note balance at December 31,

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

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

The note balance at September 30, 2025 was approximately

The note balance at December 31, 2025 was approximately

On September 16, 2024, the Company

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common stock.

The note balance at September 30, 2025 was zero.

The note balance at December 31, 2025 was zero.

On September 6, 2024, Renovaro

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

The note balance at September 30, 2025 was zero with Paseco

The note balance at December 31, 2025 was zero with Paseco

ApS and Laksya Ventures Inc.

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for shares of common stock.

The note balance, net of discount at September 30, 2025 was zero.

The note balance, net of discount at December 31, 2025 was zero.

On January 2, 2024, the Company

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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.

The note balance, net of discount at December 31, 2025 was zero.

On November 3, 2023, the Company

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

The note balance, net of discount at September 30, 2025 was zero.

The note balance, net of discount at December 31, 2025 was zero.

Promissory Note — On

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for shares of common stock.

The Promissory Note balance at September 30, 2025 was zero.

The Promissory Note balance at December 31, 2025 was zero.

The Company’s obligations

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NOTE 6 — STOCKHOLDERS’ EQUITY

Purchase Agreement with Lincoln Park Capital

20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC

(“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase,

up to $ 20,000,000 of shares of Common Stock over the 36-month term of the 2023 Purchase Agreement.

Concurrently with entering into the

2023 Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed

to provide Lincoln Park with certain registration rights related to the shares issued under the 2023 Purchase Agreement.

In consideration for entering into

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 September

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

Common Stock Issuances

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 7, 2025, Lunai Bioworks

(“Lunai”) entered into an Exchange Agreement (the “Exchange Agreement”) with certain accredited investors

(the “Investors”), all of whom are existing shareholders of the Company.

Pursuant to the Exchange Agreement, the Investors

agreed to exchange an aggregate of $ 9.7 million in outstanding secured promissory notes (the “Secured Notes”) for $ 16.1 million

in new convertible promissory notes (the “Convertible Notes”), representing a 65% premium to the principal and interest amount

of the Secured Notes.

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

The exchange was completed to restructure

the Company’s debt obligations and provide additional flexibility to support strategic initiatives.

Immediately following the issuance

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

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

$ 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

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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

On September 18, 2025, the Company

filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with

the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock,

par value $ 0.0001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock,

effective as of 12:01 a.m.

(New York time) on September 29, 2025 (the “Reverse Stock Split”).

All shares and the respective

per-share amounts have been retroactively restated to reflect the reverse split.

The Common Stock began trading on a reverse stock split-adjusted

basis on The Nasdaq Capital Market on September 30, 2025.

On October 17, 2025, the Company

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

On October 29, 2025, the Company

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

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 November 4, 2025, the Company

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

On November 24, 2025, the Company

entered into a securities purchase agreement to which the Company agreed to sell, and the Investor agreed to purchase, in a private placement,

3,133,333 shares of its common stock, par value $0.001 per share, at a purchase price of $ 1.00 per share, and 1,044,444 three-year warrants,

executable after sixty (60) days for aggregate gross proceeds of $ 3,133,333 .

As of December 31, 2025, the Company issued 750,000 shares

of common stock for $ 750,000 in aggregate proceeds.

On December 29, 2025 a convertible

note outstanding was fully converted for principal and interest in the amount of $ 154,753 for 4,579 shares of Common Stock automatically

upon maturity at the Note Conversion Price of $ 33.80 (see note 5).

Stock-based Compensation

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

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

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

granted no options.

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

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

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Risk free interest rate

3.86 % - 4.40

Dividend yield

On August 23, 2024, Avram Miller,

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.

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, 2023.

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 recognized

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.

31, 2025, the Company had zero unrecognized compensation cost related to the options which fully vested on August 23, 2025.

On November 4, 2025, the Company

issued 269,787 stock options to its board of directors.

The options had a fair value of $ 193,707 on the grant date, fully vest on October

14, 2026 and expire on November 4, 2035.

On December 16, 2025, the Company

issued 378,120 stock options to its employees.

The options had a fair value of $ 354,299 on the grant date, fully vest on December 16,

2027 and expire on December 16, 2035.

total, the Company recognized stock-based compensation expense related to options of $ 128,819 and $ 310,131 net a recapture of $127,032

related to options and $ 36,973 related to restricted stock awards for the three and six months ended December 31, 2025, respectively.

Company recognized stock-based compensation expense related to options of $ 558,631 and $ 916,279 for the three and six months

ended December 31, 2024, respectively.

At December 31, 2025, the Company had approximately $ 611,794 of unrecognized compensation

cost related to non-vested options.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

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after January 31, 2022.

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

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

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

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Anderson Wittekind, a stockholder of the Company.

Service Agreements – The

Company maintains employment agreements with certain senior staff in the ordinary course of business.

Service Agreements – The Company

maintains employment agreements with certain senior staff in the ordinary course of business.

Contingencies

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approval of the settlement on August 18, 2025.

Federal Derivative Litigation.

Plaintiff filed a motion for final approval of the settlement on October 21, 2025.

25, 2025, the court held a hearing on lead plaintiff’s motion for final approval of the settlement, and it is currently pending

before the court.

Federal Derivative

On September 22, 2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court for the Central

District of California (the “Koenig Matter”).

The Koenig Matter, filed on behalf of the Company, names Serhat Gümrükcü

and certain of the Company’s current and former directors as defendants, and also names the Company as a nominal defendant.

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”).

Koenig filed a shareholder derivative action in the United States District Court

for the Central District of California (the “Koenig Matter”).

The Koenig Matter, filed on behalf of the Company, names

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

Company as a nominal defendant.

The Koenig Matter alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of

1934, and also sets out claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting, and gross

mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and

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.

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 complaint.

court held a hearing on the motion for preliminary approval on November 25, 2025, and it is currently pending before the court.

defendants have not yet responded to the complaint.

On January 19, 2023, John Solak

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State Derivative Litigation.

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

The Midler Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s

current and former directors as defendants.

On October 20, 2022,

Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County (the “Midler Matter”).

The Midler Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and

former directors as defendants.

The Midler Matter also names the Company as a nominal defendant.

The Midler Matter sets out

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

Plaintiff does

not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses.

On January 20, 2023, the

Court stayed the Midler Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action

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 Midler Matter sets out claims for

breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does not quantify

any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses.

On January 20, 2023, the Court stayed

the Midler Matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

On June 28, 2024, the United States District Court for the Central District of California denied defendants’ motion to dismiss the

Securities Class Action Litigation.

On July 31, 2025, the court stayed the Midler Matter for 120 days.

On November 3, 2025,

plaintiff in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the United States District

Court for the Central District of California.

The defendants have not yet responded to the complaint.

Management is unable to determine

the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date.

On November 3, 2025, plaintiff

in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the United States District Court

for the Central District of California.

The Midler Matter is stayed pending approval of the Koenig- Solak-Midler Settlement.

The defendants

have not yet responded to the complaint.

Management is unable to determine the likelihood of a loss, including a possible range of losses,

if any, arising from this matter as of the reporting date.

21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat

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

On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative

action in the United States District Court for the Central District of California against certain officers, directors, and investors of

the Company, as well as other defendants, in connection with, inter alia , Weird Science and Wittekind’s demand for corrective

On January 23, 2024, Weird Science

and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against

certain officers, directors, and investors of the Company, as well as other defendants, in connection with, inter alia , Weird Science

and Wittekind’s demand for corrective action.

Plaintiffs filed an amended complaint on June 21, 2024.

The First Amended Verified Stockholder Derivative Complaint (“Derivative

Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a) and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange

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.

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 to 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

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remains pending.

On June 21, 2024, the Company filed

suit against Weird Science, Gumrukcu, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the Company

and two companies closely associated with Gumrukcu.

In the complaint, the Company alleges that Gumrukcu and others deliberately and fraudulently

concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement, which resulted

in the defendants receiving shares and compensation.

The Company asserts claims for fraudulent concealment, equitable fraud, unjust enrichment,

and civil conspiracy and seeks, inter alia , equitable relief, including, but not limited to, return to the Company any shares received

in connection with the merger, and damages.

On June 21, 2024, the Company

filed suit against Weird Science, Gumrukcu, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the

Company and two companies closely associated with Gumrukcu.

In the complaint, the Company alleges that Gumrukcu and others deliberately

and fraudulently concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement,

which resulted in the defendants receiving shares and compensation.

The Company asserts claims for fraudulent concealment, equitable fraud,

unjust enrichment, and civil conspiracy and seeks, inter alia , equitable relief, including, but not limited to, return to the Company

any shares received in connection with the merger, and damages.

On October 1, 2024, the defendants moved to dismiss the complaint.

A hearing took place on

June 25, 2025, and on November 7, 2025, the Court granted defendants’ motion and dismissed the complaint.

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.

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.

(“POAI”) in the Delaware Court of Chancery claiming that POAI breached a “definitive”

January 2025 Letter Agreement pursuant to which Lunai was going to acquire POAI.

As a result of its breach, POAI made that acquisition

impossible and dramatically devalued the share price of stock Lunai had already acquired as well as the value of the company it was contractually

entitled to acquire.

Lunai sought specific performance or, in the alternative, money damages.

The parties have exchanged paper discovery

and noticed depositions.

The action has been held in abeyance while the parties attempt to negotiate a settlement.

Private Placement Contingency

On November 24, 2025, the Company

entered into a securities purchase agreement to which the Company agreed to sell, and the Investor agreed to purchase, in a private placement,

3,133,333 shares of its common stock, par value $0.001 per share, at a purchase price of $ 1.00 per share, and 1,044,444 three-year warrants,

executable after sixty (60) days for aggregate gross proceeds of $ 3,133,333 .

Under the terms of the agreement, purchasers are required

to fund a portion of their subscription amount at closing, with the remaining amounts payable within a specified period following the

initial closing.

As of December 31, 2025, the Company issued 750,000 shares of common stock and 250,000 warrants for $ 750,000 in aggregate

The Company cannot provide assurance that it will receive the remaining subscription amounts.

NOTE 8 — RELATED PARTY TRANSACTIONS

As of September 30, 2025, the Company

As of December 31, 2025, the Company

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

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during the quarter ended September 30, 2025.

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

At December 31, 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 September

30, 2025, the Company had three reportable segments.

For the period ending December

31, 2025, the Company had two reportable segments.

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

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Reportable Segment

Developing new immunotherapies to combat cancer

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

Integrating multimodal data sources, including genomics, imaging, electronic health

records, and other real-world evidence, using in vivo validation to advance biomarker discovery, therapeutic development, and precision

Utilizing AI to identify early biomarkers of cancer, and developing new immunotherapies to combat cancer

The Company’s

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

During the period ending September 30, 2025, there were no significant inter-company revenues or expenses.

During the period ending December 31, 2025, there were no significant inter-company revenues or expenses.

The chief operating decision

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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

due to the loss of control of the subsidiary during the period ended December 31, 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 December 31,

Schedule of segment operating loss and

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United States (BioSymetrics)

Netherlands (RENC)

Discontinued Operations

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

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used in assessing the performance of the segment.

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

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

Schedule of information regarding segment reporting

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Research and development

Depreciation and amortization

Segment operating loss

regarding each reportable segment for the six months ended December 31, 2025, is as follows:

Discontinued Operations

General and administrative

Research and development

Long-lived asset impairment

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Geographic information:

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.

BioSymetrics are managed on a worldwide basis but operate in offices located in the United States and Canada, 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 — 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,

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

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with the terms of the Merger Agreement.

The offer and sale of the Shares have not been registered

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

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

Lunai relied in part upon representations contained in the Merger Agreement

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

the Securities Act.

The 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 .

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

three-month period ended September 30, 2024.

six month period ended December 31, 2024.

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

Schedule of statement of operations

Three months ended

December 31, 2024

Six months ended

December 31, 2024

$ ( 7,688,472 )

$ ( 52,188,056 )

The unaudited pro forma results

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NOTE 11 — SUBSEQUENT EVENTS

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 .

On February 6, 2026, subsequent

to the end of the quarter, the Company received a delisting determination letter from Nasdaq indicating that the Company is no longer

in compliance with the minimum bid price requirement and is not eligible for an additional compliance period.

The Company has filed a

request for a hearing before the Nasdaq Hearings Panel to appeal Nasdaq staff’s determination.

A timely hearing request will stay

the suspension of the Company’s securities and the filing of the Form 25 pending the outcome of the hearing.

There can be no assurance

that the appeal will be successful.

On February 6, 2026, the Chamber of Commerce of Amsterdam

registered the liquidation of Grace Systems B.V.

As a result, the entity is going through the liquidation process, and the board members

of the Company have been appointed as liquidators.

The Company is evaluating the accounting impact on the Company’s future consolidated

financial statements.

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