What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2026-02-17 · 382 added, 198 removed, 998 unchanged (37% of the section changed)

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principles for complete financial statements.

In the opinion of management, the

financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the

financial condition, results of operations, and cash flows of the Company for the interim periods presented.

In the opinion of management,

the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly

the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended

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

March 31, 2026, are not necessarily indicative of the results of operations for the full year.

These financial statements and related

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no shares issued and outstanding

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

Common stock, par value $ 0.0001 , 350,000,000 shares authorized, 35,772,800 shares issued and outstanding at March 31, 2026;

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

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Service Revenue

Cost of Goods Sold

Gross profit (Loss)

Operating Expenses

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Change in fair value of contingent consideration

( 2,590,000 )

Loss on extinguishment of debt

( 1,086,116 )

( 7,415,708 )

Change in fair value of equity securities

1 unchanged sentence

Interest expense

Interest and other income

Interest and other income (expense)

Total Other Income (Expense)

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$ ( 51,275,253 )

BASIC AND DILUTED INCOME ( LOSS PER SHARE)

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC AND DILUTED

BASIC INCOME (LOSS) PER SHARE

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

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

INCOME (LOSS)

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Net Income (Loss)

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( 10,970,540 )

( 10,953,864 )

( 3,676,757 )

Comprehensive Loss

$ ( 1,810,266 )

Comprehensive Income (Loss)

$ ( 2,588,069 )

1 unchanged sentence

$ ( 50,328,796 )

See accompanying notes to the unaudited condensed

consolidated financial statements.

See accompanying notes to the unaudited condensed consolidated

financial statements.

LUNAI BIOWORKS INC.

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$ 468,455,288

$ ( 376,667,117 )

Issuance of common stock under private placement offering

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$ ( 3,847,603 )

Restricted shares issued for executive compensation

Stock-based compensation

Foreign currency translation adjustment

March 31, 2025

$ 471,339,925

$ ( 383,730,335 )

Common Shares

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$ ( 13,548,788 )

Issuance of common stock pursuant to conversion of convertible notes

Issuance of common stock under ATM offering

Stock-based compensation

( 2,571,394 )

Foreign currency translation adjustment

March 31, 2026

$ 502,613,040

$ ( 512,014,347 )

$ ( 155,698 )

$ ( 9,553,428 )

See accompanying notes to the unaudited condensed consolidated

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$ ( 1,551,778 )

$ ( 51,275,253 )

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

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Sale of equitable securities

( 1,464,389 )

Purchase of property and equipment

NET CASH PROVIDED BY INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

( 1,464,389 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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Proceeds from private placement

Proceeds from ATM Offering, net of issuance costs

Proceeds from subscription payable

Proceeds from notes payable

Repayment of Notes Payable

( 1,000,001 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

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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 December 31, 2025, and 2024 and

adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2026, and 2025 and

for the periods then ended have been made.

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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 results of operations for the period ended March 31, 2026 are not necessarily indicative of the operating results for

the full year.

Consolidation – For

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

the three and nine months ended March 31, 2026, and 2025, 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 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.

As of the nine months ended March 31, 2026 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 nine months ended March 31, 2026.

Accounting Estimates –

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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

Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options and warrants 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,

had 902,211 and 1,285,039 potential shares of Common Stock excluded from the Diluted EPS calculation as of March 31, 2026, and 2025,

respectively.

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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 December 31, 2025, and 2024.

at the average exchange rates prevailing during the periods ended March 31, 2026, and 2025.

Translation gains and losses are deferred

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purchased $ 500,000 of equity securities.

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

During the period ended March 31, 2026, 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 December 31, 2025, was zero.

The investment in equity securities balance at March 31, 2026, was zero.

New Accounting Pronouncements

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

Revenue Recognition - The Company recognizes

revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of promised goods or services is transferred to

the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

During the three months ended March 31, 2026, the Company, through its

wholly owned subsidiary BioSymetrics Corporation (Canada), entered into a research services agreement with Kapoose Creek Bio (the “Customer”)

for total fixed consideration of $ 172,000 over an 18-month service period.

The Company identified a single performance obligation, consisting

of research services to be provided to the Customer over the contract term.

Because the Customer simultaneously receives and consumes

the benefits of the Company’s performance as the services are rendered, the performance obligation is satisfied over time in accordance

with ASC 606-10-25-27(a).

The Company recognizes revenue ratably on a daily basis over the 18-month service period.

Management determined

that this time-based measure of progress provides a faithful depiction of the transfer of services to the Customer because the services

are provided continuously over the contract term, the Customer benefits from the services evenly throughout the period, and there are

no milestones, deliverables, or other indicators that would suggest an uneven transfer of value.

The contract is denominated in Canadian

revenue is translated into U.S.

dollars at the average exchange rate for the period, and any related contract balances are remeasured

at the period-end spot rate, with translation adjustments recorded in accumulated other comprehensive income.

All revenue recognized during the period was generated from a single customer

under a single research services contract.

For the three and nine months ended March 31, 2026, the Company recognized

revenue of $ 20,942 under this arrangement.

As of March 31, 2026, the Company had a contract liability (deferred revenue) of $61,374, representing

consideration received or receivable in advance of services being performed, which will be recognized as revenue over the remaining service

period and is included within other current liabilities on the balance

NOTE 2 — GOING CONCERN

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financing to fund operations.

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

As of March 31, 2026, the Company had cash and cash equivalents of $ 3,155,272 , an accumulated deficit of

$ 512,014,347 and a working capital deficit of $ 15,550,002 .

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NOTE 3 — FAIR VALUE MEASUREMENTS

The Company accounts for fair value

measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”.

The Company accounts for fair

value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”.

The authoritative guidance among other things, defines fair value, establishes a consistent framework for measuring fair value and expands

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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.

There were no Level 1, 2 or 3 assets,

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

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 March 31, 2026.

Unless otherwise disclosed, the

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Level 3 liabilities held as of

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

March 31, 2026, 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 December 31, 2025,

As of March 31, 2026,

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 December 31, 2025, were:

The key inputs to valuing the contingent consideration liability as of March 31, 2026, were:

Schedule of key input to valuing the

contingent consideration liability

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 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:

the Level 3 liability at March 31, 2026, which is recorded on the consolidated balance sheet at fair value on a recurring basis.

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 December 31, 2025

Contingent Consideration Liability at March 31, 2026

NOTE 4 — INTANGIBLE ASSETS AND GOODWILL

On April 8, 2025, the Company acquired

Biosymetrics, Inc.

On April 8, 2025, the Company

acquired Biosymetrics, Inc.

as a wholly owned subsidiary pursuant to a stock purchase agreement.

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Inc., the Company acquired goodwill valued at $ 5,963,000 , software valued at $ 143,000 and Trademark valued at $ 8,000 .

At December 31, 2025 and June 30,

At March 31, 2026 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

December 31, 2025

Effect of Currency Translation

March 31, 2026

Definite Life Intangible Assets

Software Platform

Less Accumulated Amortization

Less Accumulated Amortization - Software

Less Accumulated Amortization - Trademark

Less Accumulated Amortization - Patents

$ ( 298,016 )

$ ( 305,892 )

Net Definite-Life Intangible Assets

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The December 2023 Notes balance

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

at March 31, 2026, was $ 120,000 .

Notes Payable —

From February 12, 2026, to March

17, 2026, the Company issued Promissory Notes in the aggregate principal amount of $ 308,000 .

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 .

This note was converted to equity as of March 24, 2026.

See March 24, 2026 Debt Exchange Agreement disclosure

listed below.

From February 23, 2026, to March

9, 2026, the Company issued Promissory Notes in the aggregate principal amount of $ 200,000 .

The Notes bear an interest rate of 10 % per

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

The Company is required to pay principal and interest

on the Maturity Date .

The notes balance at March 31, 2026, was $ 200,000 .

On December 15, 2025, the Company

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

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

This note was converted to equity as of March 24, 2026.

See March 24, 2026 Debt Exchange Agreement disclosure listed below.

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 December 31, 2025, was $ 978,495 net

of amortization and placement cost of $ 58,495 .

These notes were paid in full on March 26, 2026 with total

principal of $ 1,000,000 and interest of $ 108,494 .

From July 3, 2025, to August 19,

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on the Maturity Date .

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

The notes balance at March 31, 2026, was $ 400,000 .

Note balance of $ 295,000 was converted to equity as of

March 24,2026.

See March 24, 2026 Debt Exchange Agreement disclosure listed below.

On July 7, 2025, Lunai Bioworks

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any additional consideration from the Investors.

On March 24, 2026, Lunai Bioworks, Inc.

(the “Company”)

entered into separate debt exchange agreements (collectively, the “Debt Exchange Agreements”) with three of the Company’s

holders (each a “Holder”) of secured promissory notes (the “Investor Notes”).

Pursuant to the Debt Exchange Agreements,

the Holders agreed to cancel and extinguish an aggregate of $ 828,770 of outstanding principal and accrued interest owed under the Investor

Notes in exchange for an aggregate of 3,909,293 shares of the Company’s common stock, par value $ 0.0001 per share (the “Exchange

Shares”), and common stock purchase warrants to acquire an aggregate of 1,433,621 additional shares of common stock (the “Warrants”).

The company valued the shares using the stock price on March 24, 2026 of $ 0.365 totaling $ 1,426,892 and the warrants at $ 0.3404 totaling

$487,994 and recorded a loss on extinguishment of $ 1,086,116 .

The Exchange Shares are issuable at an implied exchange

price of $ 0.21 per share.

Each Warrant will be immediately exercisable for one share of common stock at an exercise price of $ 0.21 per

share and will expire on March 24, 2036.

At the closing, the Company cancelled the applicable

Investor Notes and released the related security interests under that certain Amended and Restated Security Agreement dated January 2,

2024, as amended.

Bridge Loans — From

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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.

The notes balance at March 31, 2026 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 December 31, 2025, was zero with Paseco ApS and Laksya Ventures

The note balance at March 31, 2026, was zero with Paseco ApS and Laksya Ventures Inc.

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 December 31,

The note balance at March 31, 2026

was approximately zero with Paseco ApS and Laksya Ventures Inc.

On November 1, 2024, Renovaro Cube

entered into an agreement with Yalla Yalla Limited, an investor, to issue a Promissory Note for the amount of approximately €225,000.

On November 1, 2024, Renovaro

Cube entered into an agreement with Yalla Yalla Limited, an investor, to issue a Promissory Note for the amount of approximately €225,000.

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

The note balance at December 31, 2025 was approximately

The note balance at March 31, 2026 was approximately

On September 16, 2024, the Company

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common stock.

The note balance at December 31, 2025 was zero.

The note balance at March 31, 2026 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 December 31, 2025 was zero with Paseco

The note balance at March 31, 2026 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 December 31, 2025 was zero.

The note balance, net of discount at March 31, 2026 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 December 31, 2025 was zero.

The note balance, net of discount at March 31, 2026 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 December 31, 2025 was zero.

The note balance, net of discount at March 31, 2026 was zero.

Promissory Note — On

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for shares of common stock.

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

The Promissory Note balance at March 31, 2026 was zero.

The Company’s obligations

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in the Collateral or sell, lease, or dispose of the Collateral.

As of March 31, 2026, Rene Sindleve remains the only Holder with lien

NOTE 6 — STOCKHOLDERS’ EQUITY

Common Stock Issuances

During the period from March 17,

2026 through March 26, 2026, the Company sold an aggregate of 7,676,151 shares of its common stock pursuant to its At-The-Market Offering

Agreement (the “ATM Program”).

Net proceeds to the Company from such sales, after deducting commissions and offering expenses,

were approximately $ 4,499,551 .

The Company intends to use the net proceeds from the ATM Program for working capital and general corporate

On March 24, 2026, Lunai Bioworks, Inc.

(the “Company”)

entered into separate debt exchange agreements (collectively, the “Debt Exchange Agreements”) with three of the Company’s

holders (each a “Holder”) of secured promissory notes (the “Investor Notes”).

Pursuant to the Debt Exchange Agreements,

the Holders agreed to cancel and extinguish an aggregate of $ 828,770 of outstanding principal and accrued interest owed under the Investor

Notes in exchange for an aggregate of 3,909,293 shares of the Company’s common stock, par value $ 0.0001 per share (the “Exchange

Shares”), and common stock purchase warrants to acquire an aggregate of 1,433,621 additional shares of common stock (the “Warrants”).

The Exchange Shares are issuable at an implied exchange

price of $ 0.21 per share.

Each Warrant will be immediately exercisable for one share of common stock at an exercise price of $0.21 per

share and will expire on March 24, 2036.

At the closing, the Company cancelled the applicable

Investor Notes and released the related security interests under that certain Amended and Restated Security Agreement dated January 2,

2024, as amended.

On July 7, 2025, Lunai Bioworks

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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 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

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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 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 March 31, 2026, the Company issued 750,000

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

On December 29, 2025 a convertible

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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 are as follows in the six months ended December 31, 2025:

the stock options granted using the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2026:

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

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total, the Company recognized stock-based compensation expense related to options of $ 168,993 and $ 479,124 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.

related to options and $ 36,973 related to restricted stock awards for the three and nine months ended March 31, 2026, respectively.

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.

At March 31, 2026, the Company had approximately $ 442,805 of unrecognized compensation cost related

to non-vested options.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

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contains customary representations, warranties, and covenants of the parties with respect to the development of the Treatment and the

The cash funding for research costs

pursuant to the HBV License Agreement consisted of monthly payments amounting to $ 144,500 that covered scientific staffing resources to

complete the project as well as periodic payments for materials and equipment needed to complete the project.

There were no payments made

after January 31, 2022.

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

The cash funding for research

costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $144,500 that covered scientific staffing resources

to complete the project as well as periodic payments for materials and equipment needed to complete the project.

There were no payments

made after January 31, 2022.

The Company paid zero under the HBV License Agreement during the quarters ending March 31, 2026, and 2025.

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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License Agreement, the Company paid the initial payment of $ 600,000 .

G Tech and SRI are controlled by

Anderson Wittekind, a stockholder of the Company.

G Tech and SRI are controlled

by Anderson Wittekind, a stockholder of the Company.

Service Agreements – The Company

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before the court.

Federal Derivative

Federal Derivative Litigation.

On September 22, 2022, Samuel E.

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

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

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

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

Company as a nominal defendant.

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

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

mismanagement.

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

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”).

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”).

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.

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.

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

The defendants

have not yet responded to the complaint.

On January 19, 2023, John Solak

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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 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.

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 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 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.

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.

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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On September 6, 2023, the court denied in part and granted in part the pending motions.

4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint.

In the Cross-Complaint,

G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter

alia , a declaration that the Framework Agreement, effective as of November 15, 2019, the Statement of Work & License Agreement,

effective as of January 31, 2020, and the Statement of Work and License Agreement for Influenza and Coronavirus Indications, effective

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

Trial was scheduled to

begin on March 3, 2025.

On November 14, 2024, the court vacated the March 3, 2025, trial date and set a trial setting conference for May

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

On December 4, 2023, the Defendants answered the Company’s First Amended

Complaint and G Tech and SRI filed a Cross-Complaint.

In the Cross-Complaint, G Tech and SRI seek declaratory and injunctive relief related

to certain agreements between G Tech, SRI, and the Company, including, inter alia , a declaration that the Framework Agreement,

effective as of November 15, 2019, the Statement of Work & License Agreement, effective as of January 31, 2020, and the Statement

of Work and License Agreement for Influenza and Coronavirus Indications, effective as of April 18, 2021, have been terminated and the

Company has no rights to any license under such agreements.

Trial was scheduled to begin on March 3, 2025.

On November 14, 2024, the court

vacated the March 3, 2025, trial date and set a trial setting conference for May 1, 2025.

At the May 1, 2025, trial setting conference,

the court reset the trial to begin on November 30, 2026.

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.

The Company denies the allegations in Defendants’

cross claims and intends to vigorously defend against them while pursuing its claims against the Defendants.

A hearing regarding the status

of the case is scheduled on June 12, 2026.

7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson

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motion to dismiss under advisement.

26, 2025, the Court ruled on the balance of the claims against the Company and (1) denied the Company’s motion to dismiss Weird

Science’s breach of contract claims related to registration statements filed in 2020 and 2022;

(2) dismissed the fraudulent inducement

claim as time barred;

and (3) dismissed the declaratory judgment claim.

The Company denies Plaintiffs’ allegations and remaining

claims and intends to vigorously defend against these claims.

On February 26, 2025, the Court ruled on the balance of the claims against

the Company and (1) denied the Company’s motion to dismiss Weird Science’s breach of contract claims related to registration

statements filed in 2020 and 2022;

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

and (3) dismissed the declaratory judgment

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

parties have agreed to schedule a mediation to address a global resolution of the parties’ claims and counterclaims.

The mediation

has not yet been scheduled.

24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect

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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.

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

A hearing took place on June

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

The only remaining claim is

The Company intends to pursue that claim to judgment.

Chancellor Zum has issued an order providing that the Company

new counsel has until March 8, 2027 to retain new counsel.

Lunai commenced an action against

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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

As of March 31, 2026, 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 December 31, 2025, the Company

As of March 31, 2026, 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 December 31, 2025, the Company had zero unrecognized compensation cost related to the

options which fully vested on August 23, 2025.

At March 31, 2026, 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 December

For the period ending March 31,

2026, the Company had two reportable segments.

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

because they require different technology and marketing strategies.

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

they require different technology and marketing strategies.

Reportable Segment

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

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 medicine.

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

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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 December 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 March 31, 2026, there were no significant inter-company revenues or expenses.

The chief operating decision maker

assesses performance for each segment and decides how to allocate resources based on segment operating losses that also is reported on

the consolidated statement of operations.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

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deconsolidated Gedi Cube B.V.

due to the loss of control of the subsidiary during the period ended December 31, 2025.

due to the loss of control of the subsidiary during the period ended March 31, 2026.

As a result of the

deconsolidation, the Company recognized a gain on the bankruptcy of the subsidiary for $ 12,019,227 during the period ended December 31,

deconsolidation, the Company recognized a gain on the bankruptcy of the subsidiary for $12,019,227 during the period ended March 31, 2026.

Schedule of segment operating loss and

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United States (RENB)

$ ( 5,447,100 )

United States (BioSymetrics)

Discontinued Operations

$ ( 6,559,034 )

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 December 31, 2025, is as follows:

regarding each reportable segment for the three months ended March 31, 2026, is as follows:

Schedule of information regarding segment reporting

Service Revenue

General and administrative

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Segment operating loss

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

$ ( 1,199,004 )

$ ( 228,256 )

( 1,427,260 )

regarding each reportable segment for the nine months ended March 31, 2026, is as follows:

Discontinued Operations

Service Revenue

General and administrative

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Segment operating loss

$ ( 5,447,100 )

$ ( 766,228 )

$ ( 345,707 )

( 6,559,034 )

Geographic information:

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

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

The geographic

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

six month period ended December 31, 2024.

nine month period ended March 31, 2025.

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

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Three months ended

December 31, 2024

Six months ended

December 31, 2024

March 31, 2025

Nine months ended

March 31, 2025

$ ( 7,684,155 )

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NOTE 11 — SUBSEQUENT EVENTS

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.

Common stock Issuance Pursuant to At-the Market

On April 7, 2026, the Company sold 500,000

shares of its common stock pursuant to its at-the-market offering program at an average price of $0.45

The Company received aggregate net proceeds of approximately $219,405

after deducting issuance costs and commissions associated with the offering.

Acquisition of Neurobridge

IP Holdings Incorporated and Issuance of Series B Convertible Preferred Stock.

On May 1, 2026, subsequent to the period covered

by this report, the Company completed the acquisition of Neurobridge IP Holdings Incorporated (“Neurobridge”) pursuant to

an Agreement and Plan of Merger dated as of April 27, 2026 (the “Merger Agreement”).

The Merger Agreement was entered into

with Neurobridge IP Holdings Incorporated (“Holdings”), Lunai Bioworks IP, Inc., a wholly owned subsidiary of the Company

(“Merger Sub”), and the holders of all of the issued and outstanding capital stock of Holdings, namely Oncotelic Inc.

Pelerin Therapeutics Inc.

(the “Holders”).

The aggregate consideration consisted of eight shares of Series B Convertible Preferred

Stock, par value $0.0001 per share (the “Series B Preferred Stock”), each with a stated value of $2,500,000, for an aggregate

stated value of $20,000,000.

On May 1, 2026, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the

“Certificate of Designation”) with the Secretary of State of the State of Delaware.

The material terms of the Series B Preferred

Stock include:

(i) the Series B Preferred Stock will become convertible into Common Stock only upon and after receipt of the stockholder

approval required by Nasdaq Listing Rule 5635, at a fixed conversion price of $1.50 per share, resulting in a maximum of 13,333,333 shares

of Common Stock issuable upon full conversion;

(ii) the Series B Preferred Stock is subject to a per-holder 4.99% beneficial ownership

limitation under Section 13(d) of the Exchange Act, which a holder may elect to increase to 9.99% upon 61 days’ prior written notice

(which limitation is separate from, and operates independently of, the Nasdaq Listing Rule 5635(d) 20% issuance threshold described in

clause (i) above, the application of which is addressed through the conditional-conversion structure rather than a 19.9% issuance cap);

(iii) the Series B Preferred Stock ranks senior to the Common Stock with respect to liquidation, with a senior liquidation preference

equal to the aggregate Stated Value ($20,000,000);

(iv) the Series B Preferred Stock has no voting rights (except as required by the Delaware

General Corporation Law), no redemption rights, no sinking fund, no mandatory conversion rights, and no price-based anti-dilution protection;

and (v) the Series B Preferred Stock is entitled to participate in any dividends declared on the Common Stock on an as-converted basis.

The Series B Preferred Stock and the shares of Common Stock issuable upon conversion were issued in reliance upon the exemption from registration

provided by Section 4(a)(2) of the Securities Act.

Further information is set forth in the Company’s Current Report on Form 8-K

filed with the SEC on May 5, 2026.

Approval of Further Reverse

Stock Split Proposal.

On May 8, 2026, the Company held a special meeting of stockholders at which the Company’s stockholders

approved a proposal authorizing the Board of Directors to effect a further reverse stock split of the Company’s issued and outstanding

common stock at a ratio in the range of 1-for-3 to 1-for-30, to be determined in the Board’s discretion.

Subsequent to the special

meeting, the Board selected a specific ratio within the approved range.

The Company expects to file a Certificate of Amendment to its

Certificate of Incorporation with the Secretary of State of the State of Delaware and to effect the further reverse stock split later

this month, in advance of the Bid Price Rule deadline described below.

Filing of Civil Action Against

Alleged Naked Short Sellers.

On May 11, 2026, the Company filed a civil complaint captioned Lunai Bioworks, Inc.

Roe Corporations 1-50, and XYZ LLCs 1-50 in the United States District Court for the District of Delaware against unidentified persons

and entities alleged to have engaged in “naked” short selling of the Company’s common stock.

The complaint asserts claims

for securities fraud (stock manipulation) and intentional tort, and alleges, among other things, that the defendants engaged in a coordinated

and systematic scheme of naked short selling in violation of Regulation SHO under the Securities Exchange Act of 1934, with failure-to-deliver

volumes reaching as high as 234.6 times the maximum baseline daily failure-to-deliver rate, including during one period in which failure-to-deliver

volumes reached 81.6% of the Company’s total outstanding shares.

The complaint seeks unspecified compensatory and special damages

and other relief.

The Company is represented in the action by Dickinson Wright PLLC and Fox Rothschild LLP.

The defendants have not yet

been identified or served, and the Company is unable at this stage to predict the outcome of the matter or estimate the range of any potential

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