What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2026-02-17 · 117 added, 96 removed, 326 unchanged (40% of the section changed)

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by the Company or any other person that the objectives and plans of the Company will be achieved

December 31, 2025, Lunai Bioworks Inc.

operates through two subsidiaries, Renovaro Biosciences and BioSymetrics.

BioSymetrics refers to

BioSymetrics Inc.

March 31, 2026, Lunai Bioworks Inc.

operated through two subsidiaries, Renovaro Biosciences and BioSymetrics.

BioSymetrics refers to BioSymetrics

and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025.

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2025, GediCube, B.V., acquired on February 13, 2024, filed for bankruptcy and ceased operations.

As a result, beginning in the second

quarter of 2026, the Company will no longer report on its operations.

Following the deconsolidation of GediCube

B.V., consolidated operations now consist of Renovaro Biosciences cell and gene therapy programs and BioSymetrics AI platform.

Bioworks Inc.

is an AI-driven biotechnology company focused on precision medicine, biomarker discovery, and therapeutic development for

CNS disorders, biodefence, and other serious diseases with unmet medical need.

The Company, through the Renovaro Biosciences and BioSymetrics

subsidiaries, combines multimodal data analytics with experimental biology to generate predictive insights intended to accelerate research

and development activities and improve the efficiency of therapeutic and chemical countermeasure discovery.

Renovaro Biosciences Overview

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of specific immune cells to recognize diseased cells, and to help recruit other cells that will destroy cancer or virus infected cells.

Renovaro Biosciences may also seek

to explore various approaches for gene therapy design elements to potentially eliminate virus-infected or cancer cells by the modulation

Renovaro Biosciences may also

seek to explore various approaches for gene therapy design elements to potentially eliminate virus-infected or cancer cells by the modulation

of the patient’s immune system.

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Cell Therapeutic Vaccine as Potential Treatment Product for Long-term Remission of Triple Negative Breast Cancer

Triple Negative Breast Cancer (TNBC)

is a subtype of breast cancer that is negative for estrogens receptor (ER) negative, progesterone receptor (PR) negative and human epidermal

growth factor receptor 2 (HER2).

TNBC is characterized by its unique molecular profile, aggressive nature, and distinct metastatic patterns

that lack targeted therapies.

TNBC is well known for its aggressive behavior and is characterized by onset at a younger age, high mean

tumor size, and higher-grade tumors.

Triple Negative Breast Cancer

(TNBC) is a subtype of breast cancer that is negative for estrogens receptor (ER) negative, progesterone receptor (PR) negative and human

epidermal growth factor receptor 2 (HER2).

TNBC is characterized by its unique molecular profile, aggressive nature, and distinct metastatic

patterns that lack targeted therapies.

TNBC is well known for its aggressive behavior and is characterized by onset at a younger age,

high mean tumor size, and higher-grade tumors.

Based upon our internal research,

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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.

These conditions raise substantial doubt about the Company’s ability

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

The consolidated financial statements

do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities

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

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

The consolidated financial statements do

not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities

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

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working capital reserves.

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

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

2026 and 2025

The following table sets forth

our revenues, expenses and net income, loss for the three and six months ended December 31, 2025 and 2024.

our revenues, expenses and net income, loss for the three and nine months ended March 31, 2026 and 2025.

The financial information below

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Increase/(Decrease)

Service Revenue

Cost of Good s Sold

Gross profit (Loss)

Operating Expenses

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(62,047,361 )

(55,467,384 )

LOSS FROM OPERATIONS

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Change in fair value of contingent consideration

(10,410,000 )

Loss on extinguishment of debt

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$ (51,275,253 )

We are a pre-revenue, pre-clinical

biotechnology and artificial intelligence driven healthcare technology company.

We have never generated revenues and have incurred losses

since inception.

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

Our operating expenses for the three months ended December 31, 2025 and 2024,

were $1,823,414 and $4,546,316 respectively, representing a decrease of $2,722,902 or approximately

The decrease in operating expenses primarily relates to the decrease in general and administrative expenses of $2,586,913

and research and development expenses of $115,212.

are a pre-clinical biotechnology and artificial intelligence driven healthcare technology company.

Our therapeutic and core diagnostic

product candidates remain pre-clinical and have not generated any product revenue.

During the three and nine months ended March 31, 2026,

we recognized $20,942 of service revenue from a single research-services customer (Kapoose Creek Bio Inc.);

the Company had no revenues

from continuing operations in prior periods.

We have incurred losses since inception.

We do not anticipate earning material product revenues

until our therapies or products are approved for marketing and sale.

Our operating expenses for the

six months ended December 31, 2025 and 2024, were $5,131,774 and $57,884,869 respectively, representing

three months ended March 31, 2026 and 2025, were $1,448,202 and $4,162,492 respectively, representing

a decrease of $2,714,290 or approximately 65% .

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

and administrative expenses of $2,803,335 and research and development expenses of $110,019

Our operating expenses for the

nine months ended March 31, 2026 and 2025, were $6,579,977 and $62,047,361 respectively, representing

a decrease of $55,467,384, or approximately 89% .

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

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General and administrative expenses

for the three months ended December 31, 2025, and 2024, were $1,766,210 and $4,353,123, respectively, representing a decrease of $2,586,913

for the three months ended March 31, 2026, and 2025, were $1,421,255 and $4,224,590, respectively, representing a decrease of $2,803,335

or approximately 66%.

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of $587,535, consulting fees expense of $56,306, non-cash stock-based compensation expense of $1,330,206 and rent expense of $125,722.

investor relation expenses of $86,243 and accounting related expense of $77,120.

General and administrative expenses

for the six months ended December 31, 2025, and 2024, were $4,176,726 and $9,654,373, respectively, representing a decrease of $5,477,647

for the nine months ended March 31, 2026, and 2025, were $5,597,980 and $13,878,963, respectively, representing a decrease of $8,280,982

or approximately 60%.

The variance is related to a decrease in consulting fees expense of $2,016,801, legal expenses of $1,885,606, compensation

and relates expenses of $797,019,non-cash stock-based compensation expense of $606,148, travel and related expenses of $108,772 and information

technology expenses of $76,669.

and relates expenses of $1,436,178, non-cash stock-based compensation expense of $1,936,354, rent expense and related office expenses

of $403,761, travel and related expenses of $141,479 and information technology expenses of $124,976.

Research and development expenses

for the three months ended December 31, 2025, and 2024, were $45,872 and $161,084, respectively, representing a decrease of $115,212 or

for the three months ended March 31, 2026, and 2025, were $15,946 and $(94,073), respectively, representing an increase of $110,019 or

approximately 117%.

The variance is primarily driven by a decrease of $121,511 in consulting expenses and outside services related to pre-clinical

The variance is primarily driven by an increase of $111,803 in consulting expenses and outside services related to

pre-clinical testing.

Research and development expenses

for the six months ended December 31, 2025, and 2024, were $70,279 and $551,273, respectively, representing a decrease of $480,994 or

approximately 87%.

for the nine months ended March 31, 2026, and 2025, were $86,226 and $457,200, respectively, representing a decrease of $370,974 or approximately

The variance is primarily driven by a decrease of $345,627 in consumables and reagents, and $24,865 in consulting

The Company recorded other income

of $24,010 for the three months ended December 31, 2025, compared to other expense of $2,706,078 for the three months ended December 31,

2024, representing a decrease in other expense of $2,730,088 or 101%.

The Company recorded other expense

of $(1,144,134) for the three months ended March 31, 2026, compared to other income of $4,351,668 for the three months ended March 31,

2025, representing an decrease in other expense of $5,495,802 or 126%.

The variance is primarily due to a decrease of $4,260,000 in the

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

change in fair value of contingent consideration in the current period and the loss on the exchange of debt of $1,086,116.

The Company recorded other income

of $6,151,391 for the six months ended December 31, 2025, compared to other income of $6,420,440 for the six months ended December 31,

of $5,007,257 for the nine months ended March 31, 2026, compared to other income of $10,772,108 for the nine months ended March 31, 2025,

representing a decrease in other expense of $5,764,851or 54%.

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Net Income (Loss)

Net loss for the three months ended

December 31, 2025, and 2024, was $1,799,404 and $7,252,394, respectively, representing an decrease in net loss of $5,452,990 or approximately

The decrease in net loss was primarily due to a decrease in the change in fair value of contingent consideration of $2,730,000, a

decrease in general and administrative expenses of $2,586,913 and a decrease in research and development expenses of $115,212.

Net income (loss) for the six months

ended December 31, 2025, and 2024, was $1,019,617 and $(51,464,429) respectively, representing a decrease in net loss of $52,484,046 or

approximately 102%.

The decrease in net loss was primarily due to decrease in goodwill impairment of $47,614,729, gain on bankruptcy of

subsidiary of 12,019,227 and a decrease in general and administrative expenses of $5,477,647.

Net loss for the three months

ended March 31, 2026 was $2,571,394, compared to Net Income of $189,176 for the three months ended March 31, 2025, , representing an increase

in net loss of $2,760,570 or approximately 1,459%.

The decrease in net loss was primarily due to a decrease in the change in fair value

of contingent consideration of $4,260,000, a decrease in general and administrative expenses of $2,803,335 and a loss on the extinguishment

of debt of $1,086,116.

Net loss for the nine months ended

March 31, 2026, and 2025, was $1,551,778 and $ 51,275,253 respectively, representing a decrease in net loss of $49,723,475 or approximately

The decrease in net loss was primarily due to decrease in goodwill impairment of $47,614,729, gain on bankruptcy of subsidiary of

12,019,227 and a decrease in general and administrative expenses of $8,280,982, decrease in the change in fair value of contingent consideration

of $10,410,000 and loss on the extinguishment of debt of $7,415,708.

Liquidity and Capital Resources

We have historically satisfied

our capital and liquidity requirements through funding from stockholders, the sale of our Common Stock and warrants, and debt financing.

We have never generated any sales revenue to support our operations, and we expect this to continue until our therapies or products are

approved for marketing in the United States and/or Europe.

Even if we are successful in having our therapies or products approved for

sale in the United States and/or Europe, we cannot guarantee that a market for the therapies or products will develop.

We may never be

As noted above under the heading

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

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

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

The availability of any required additional funding

cannot be assured.

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

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

We may raise such funds from time to time through public

or private sales of our equity or debt securities.

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

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

As of December 31, 2025, the Company

have historically satisfied our capital and liquidity requirements through funding from stockholders, the sale of our Common Stock and

warrants, and debt financing.

Although we recognized $20,942 of service revenue from a single research-services customer during the three

and nine months ended March 31, 2026 under the Kapoose Creek Bio Inc.

agreement described in Note 1, this revenue is not sufficient to

support our operations, and we do not anticipate generating revenues sufficient to support operations until our therapies or core diagnostic

products are approved for marketing in the United States and/or Europe.

Even if we are successful in having our therapies or products

approved for sale in the United States and/or Europe, we cannot guarantee that a market for the therapies or products will develop.

may never be profitable.

noted above under the heading “Going Concern and Management’s Plans,” through March 31, 2026, we have incurred substantial

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

The availability of any required

additional funding cannot be assured.

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

or in the future may be involved could adversely affect our liquidity and financial position.

We may raise such funds from time to time

through public or private sales of our equity or debt securities.

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

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

of operations.

As of March 31, 2026, the Company

had $3,155,272 in cash and working capital deficit of $15,550,002 as compared to $92,700 in cash and working capital deficit of $28,109,502

as of June 30, 2025, an increase of 3,304% and decrease of 45%, respectively.

Total assets at December 31, 2025,

Total assets at March 31, 2026,

were $9,860,540 compared to $8,230,840 as of June 30, 2025.

The decrease in assets is primarily due to the impairment of operating lease

right-of-use assets of $687,371, amortization of prepaid assets of $543,237, decrease of investment in equity securities of $387,851,

partially offset by the increase of cash of $398,945 in the current period.

Total liabilities at December 31,

The increase in assets of $1,629,700 is primarily due to the increase in cash

and cash equivalents of $3,062,572 offset by the impairment of operating lease right-of-use assets of $687,371, amortization of prepaid

assets of $11,297 and a decrease of investment in equity securities of $387,851.

Total liabilities at March 31,

2026, were $19,413,968 compared to $29,580,681 as of June 30, 2025.

The decrease in total liabilities was primarily related to the decrease

of $7,045,741 in notes payable – related parties, $915,595 in accrued expenses, $216,220 in accounts payable, $510,000 in contingent

consideration liability and $303,937 in other current liabilities.

The following is a summary of the

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

The decrease in total liabilities of $10,166,713 was primarily related

to the decrease of $8,319,236 in notes payable – related parties, , $930,319 in accrued expenses, $580,000 in contingent consideration

liability and $319,958 in other current liabilities.

The following is a summary of

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

Net Cash Used in Operating Activities

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$ (6,063,511 )

Net Cash Provided by Investing Activities

Net Cash Provided by (Used in) Investing

Net Cash Provided by Financing Activities

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during the period is primarily related to proceeds from the sale of equity securities of $543,462.

Cash provided by financing activities

during the period primarily related to proceeds of $750,000 from a private placement, $1,815,000, net of $58,495 placement costs, in notes

payable that were partially offset by $271,643 in repayment of a finance agreement.

Cash provided by financing activities during the period

primarily related to proceeds of $4,499,551 from an ATM offering, net of issuance costs $191,439, proceeds from Notes Payable of $2,323,000

and proceeds from a private placement of $750,000.

Off-Balance Sheet Arrangements

The Company does not have any off-balance

sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes

in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material

to investors.

The Company does not have any

off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that is material to investors.

Significant Accounting Policies and Critical Accounting

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About Market Risk.

As a “smaller reporting company”

as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information required by this

As a “smaller reporting

company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information

required by this Item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis