LNAI 10-K & 10-Q changes, risk factors and insider trading

The following is a summary of the risks and uncertainties that could cause our business, financial condition or operating results to be harmed. We encourage you to carefully review the full risk factors contained in this report in their entirety for additional information regarding these risks and uncertainties. These risk factors should be considered applicable across all subsidiaries.

RenovaroLunai is a pre-clinical-stage biotechnology company and AI-driven healthcare technology company. Investment in biotechnology related to genetically modified cells is highly speculative because it entails substantial upfront capital expenditures and significant risk that a product candidate will fail to prove effective, gain regulatory approval or become commercially viable. We do not have any products approved by regulatory authorities and have not generated any revenues from product sales or otherwise to date, and have incurred significant research, development and other expenses related to our ongoing operations and expect to continue to incur such expenses. As a result, we have not been profitable and have incurred significant operating losses in every reporting period since our inception. For the years ended June 30, 2024,2025, and 2023, 2024, respectively, we reported a net loss of $80,650,172$178,007,489 and $39,684,056. $88,425,828. We had an accumulated deficit of $325$510 million and $244$332 million as of June 30, 20242025 and 2023,2024, respectively.

From time to time, we may be subject to claims, lawsuits, government investigations, and other proceedings involving intellectual property, privacy, securities, tax, labor and employment, and other matters that could adversely affect our business operations and financial condition. Recently, we have seen a rise in the number and significance of these disputes and inquiries. The arrestarrest, indictment and indictmentconviction of Serhat Gümrükcü, a a co-founder of the Company, has, and could in the future, subject us to regulatory proceedings and litigation by governance agencies and and private litigants brought against us, that regardless of their merits, could harm our reputation, divert management’s attention from our operations and result in substantial legal fees and other costs. Additionally, we have in the past been subject to intense media scrutiny, which exposes us to increasing regulation, government investigations, legal actions, and penalties.

Our business and reputation have been negatively affected by negative publicity resulting from the arrestarrest, indictment and indictmentconviction of Serhat Gümrükcü, a co-founder of the Company and an inventor of some of the Company’s intellectual property. If we are unable to rebuild the trust of our collaborators, research institutions and investors, and if further negative publicity continues, we could experience a substantial negative impact on our business. We have experienced claims and litigation as a consequence of these matters, including stockholder class actions in connection with a decline in our stock price and litigation with Mr. Gümrükcü. Related legal expenses of defending these claims have negatively impacted our operating results. Continuing higher legal fees, potential new claims, liabilities from existing cases and continuing negative publicity could continue to have a negative impact on our operating results.

RenovaroLunai BiosciencesBioworks is a pre-clinical pre-clinical biotechnology company and may never be able to successfully develop marketable products or generate any revenue. We have a very limited relevant operating history upon which an evaluation of our performance and prospects can be made. There is no assurance that our future operations will result in profits. If we cannot generate sufficient revenues, we may suspend or cease operations.

RenovaroLunai BiosciencesBioworks is an early-stage biotechnology company and has not generated any revenues to date. All of our product candidates are in the discovery stage or pre-clinical development stage. Moreover, we cannot be certain that our research and development efforts will be successful or, if successful, that our potential treatments will ever be approved for sale to generate commercial revenues. Our therapeutic pipeline includes cell, gene and immunotherapy involving genetically modified cells targeted to treat cancer and HIV,cancer, and we rely on third parties under contract in the development of product candidates in our pipeline. There is no guarantee that we will be able to manage and fund the development of a pipeline with multiple target conditions, nor that third parties will meet their obligations to us in connection with our research and development. development. We and certain third parties, on which we rely, have no relevant operating history upon which an evaluation of our performance and prospects can be made. We are subject to all of the business risks associated with a new enterprise, including, but not limited to, risks of unforeseen capital requirements, failure of treatments either in non-clinical testing or in clinical trials, failure to establish business relationships, failure of our third parties to meet their obligations to us and competitive disadvantages against larger and more established companies. If we fail to become profitable, we may suspend or cease operations.

Renovaro Cube isand anBioSymetrics are artificial intelligence (“AI”)-driven healthcare technology companycompanies operating in a rapidly evolving field andwith has a limited operating history, which makes it difficult to evaluate Renovaro Cube’stheir current business and predict Renovaro Cube’s future performance.

Renovaro Cube isand anBioSymetrics are AI-driven healthcare technology companycompanies operating in a rapidly evolving field and, having commenced operations in 2013, has2013 and 2017, respectively, have a limited operating history. Renovaro Cube shifted its business from the financial technology (or FinTech) industry to cancer diagnostics in 2018.2018 Weand currently dodoes not have a commercial product for sale. WeIt havehas never generated any revenue relating to ourits cancer diagnostics AI platform. Renovaro Cube’s short operating history makes any assessment of its current business or future success and viability subject to significant uncertainty. BioSymetrics does have a history of deployment of a commercial AI-based biotechnology platform and has had previous revenue generation, however the same risk regarding future performance applies. We expect to encounter risks and difficulties, including those frequently experienced by early-stage companies in rapidly evolving fields. If we do not address these risks and difficulties successfully, our business will suffer.

Renovaro Cube hasand BioSymetrics have a history of net losses and anticipates that itthey may continue to incur net losses for the foreseeable future.

Grace Systems (Renovaro Cube’s predecessor) has primarily incurred net losses since its inception in 2013 and has never generated any revenue relating to its cancer diagnostics AI platform. Renovaro Cube anticipates that it may continue to incur primarily net losses in the foreseeable future. Similarly, while BioSymetrics has a history of revenue generation since its inception in 2017, these revenues have been inconsistent. Both Renovaro Cube hasand BioSymetrics have invested significant financial resources in research and development activities, including to develop itstheir technologytechnologies and investigational products and plan for commercial launch of its AI platform.products. The amount of Renovaroeach Cube’s company’s future net losses will depend, in part, on the level of Renovaro Cube’s future expenditures and itstheir ability to generate revenue following the commercialization of its their AI platform. Moreover, Renovaro Cube’s net losses may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of Renovaro Cube’s results of operations may not be a good indication of Renovaro Cube’s future performance.

Renovaro Cube expectsand BioSymetrics expect to continue to incur significant expenses and operating losses for the foreseeable future if, and as, itthey:

Renovaro Cube’s ability to generate revenue from product sales and maintain profitability in the future depends on its ability to commercialize its products. While Renovaro Cube plans to commercially launch its AI platform in the European Union and United Kingdom in 2024, Renovaro Cube cannot be certain that it will be able to do so successfully as planned, if at all, and Renovaro Cube’s failure to do so would prevent Renovaro Cube from generating revenue. Furthermore, even if Renovaro Cube is able to launch its AI platform or other products in a timely manner, Renovaro Cube may not be able to generate sufficient revenue to offset its costs and maintain profitability. Renovaro Cube’s ability to generate future revenue from product sales depends heavily on its success in:

Even if we commercially launch Renovaro Cube’s or BioSymetrics’ AI platformplatforms and other products, they may fail to achieve the degree of market acceptance necessary for commercial success.

The commercial success of Renovaro Cube’s or BioSymetrics’ AI platform and other future products will depend upon the degree of market acceptance by consumers, including self-insured employers, integrated health systems, healthcare providers, patients and, over the long-term, third-party payors. The degree of market acceptance of Renovaro Cube’sthese products will depend on a number of factors, including:

The failure of Renovaro Cube’s or BioSymetrics’ AI platform, once introduced, to be listed in physician guidelines or any future clinical validation to produce favorable results or to be published in peer-reviewed journals could limit the adoption of its AI platform. In addition, healthcare providers and third-party payors, including Medicare, may rely on physician guidelines issued by industry groups, medical societies and other key organizations, such as the U.S. Preventive Services Task Force, before utilizing or reimbursing the cost of any diagnostic or screening test. Although Renovaro Cube has conducted prior clinical validation of its AI platform, this platform is not yet, and may never be, listed in any such guidelines.

Further, if Renovaro Cube’s or BioSymetrics’ products and the technology underlying them do not receive sufficient favorable exposure in peer-reviewed publications, the rate of physician and market acceptance of Renovaro Cube’sthese products and positive reimbursement or coverage decisions for Renovaro Cube’sthese products could be negatively affected. The publication of clinical data in peer-reviewed journals is a crucial step in commercializing and obtaining reimbursement or coverage for Renovaro Cube’s or BioSymetrics’ products, and Renovaro Cube’s and BioSymetrics’ inability to control when, if ever, results are published may delay or limit Renovaro Cube’sour ability to derive sufficient revenues from any of its products that are developed using data from a clinical study.

Failure to achieve broad market acceptance of Renovaro Cube’s or BioSymetrics’ products, once launched, would materially harm Renovaro Cube’s and BioSymetrics’ business, financial condition and results of operations.

Renovaro Cube and BioSymetrics may be unable to develop and commercialize new products.

Renovaro Cube continuesand BioSymetrics continue to expand itstheir research and development efforts to use itstheir proprietary AI platformplatforms to develop new products, including in disease areas beyond cancer.cancer and neurology. The commercialization of any new products will require the completion of certain clinical development activities, regulatory activities and the expenditure of additional cash resources. Renovaro Cube and BioSymetrics cannot assure you that it can successfully complete the clinical development of any such products.

Renovaro Cube and BioSymetrics also cannot assure you that itthey will be able to reduce itstheir expenditures sufficiently, generate sufficient revenue from products that it they successfully commercializescommercialize or otherwise mitigate the risks associated with itstheir business to raise enough capital to develop and commercialize new products. In addition, once Renovaro Cube’s and BioSymetrics’ development efforts for a product are completed, commercialization efforts, including allocation of resources necessary to comply with applicable laws and regulations, will require significant expenditures. Any failure by Renovaro Cube or BioSymetrics to develop and commercialize new products could have a material adverse effect on Renovaro Cube’stheir ability to implement its their strategy and grow itstheir business.

If Renovaro Cube’s or BioSymetrics’ products, or the products of its competitors, directly or indirectly result in harm or injury to patients, Renovaro Cube or BioSymetrics could be subject to significant reputational and liability risks, and its operating results, reputation and business could suffer.

Renovaro Cube’s and BioSymetrics’ success will depend on the market’s confidence that itstheir developed products can provide reliable, high-quality results, once such products are launched. Renovaro Cube believesand BioSymetrics believe that patients, physicians and regulators are likely to be particularly sensitive sensitive to errors in the use of itstheir products or failure of itstheir products to perform as described, and there can be no guarantee that its their products will meet their expectations. Renovaro Cube’s initial product is intended to be used to detect a cancer signal in patients, but but its results are not diagnostic. If a cancer signal is detected, the product would be used to localize the origin of the cancer signal. A “cancer signal detected” test result would need to be followed up by appropriate diagnostic methods. Because this product cannot detect all cancer signals, and may not detect signals for all cancer types, a negative test would not rule out the presence of cancer. Additionally, a patient undergoing unnecessary diagnostic tests on the basis of a false-positive result or an erroneous location of cancer signal result could expose Renovaro Cube to significant liability and reputational risks notwithstanding the emotional and mental health effects to which the patient may be exposed. Similarly, a patient who receives a cancer diagnosis shortly following a “no cancer signal detected” test result may create negative publicity about Renovaro Cube’s product, which would discourage adoption. Performance failures could establish a negative perception of Renovaro Cube’s products among physicians, patients and regulators, jeopardize Renovaro Cube’s ability to successfully commercialize its products, impair Renovaro Cube’s ability to obtain regulatory approvals or secure favorable coverage or reimbursement, or otherwise result in reputational harm. In addition, Renovaro Cube may be subject to legal claims arising from any errors in the use, manufacture, design, labelling or performance of its products, including any false-positive or false-negative results.

If Renovaro Cube’s or BioSymetrics’ facilities or those of its third-party collaborators become inoperable, Renovaro Cube’stheir ability to provide its products products will be significantly impaired and its business will be harmed.

Renovaro Cube reliesand BioSymetrics rely on its third-party collaborators, consultants, contractors, vendors, suppliers and service providers. The facilities of these partners could be subject to earthquakes, power shortages, telecommunications failures, water shortages, floods, tornadoes, hurricanes, fires, extreme weather conditions, medical epidemics, pandemics, global conflict, war and other natural or man-made disasters or business interruptions. In addition, they may be affected by government shutdowns, changes to applicable laws, regulations and policies, or withdrawn funding. The occurrence of any of these business disruptions could seriously harm their ability to complete their contracted services to Renovaro Cube,Cube or BioSymetrics, which may adversely impact itstheir operations and financial condition.

Renovaro Cube’s and BioSymetrics’ business and results of operations will suffer if it fails to compete effectively.

The testing and diagnostic products industry is intensely competitive. Renovaro Cube has competitors both in Europe and abroad, including Grail, Inc., Exact Sciences Corporation, Freenome, Inc. and Thrive Earlier Detection Corp., that have stated that they are developing tests designed to detect cancer. RenovaroSimilarly, Cube’sthere are companies with comparable and possibly competing offerings to BioSymetrics, including Recursion Pharma, insitro, and In Silico Medicine. Each of these potential competitors have, or may have, substantially greater financial, technical and other resources, such as larger research and development staff and well-established marketing and sales forces, and they may operate in jurisdictions where lower standards of evidence are required to bring products to market. Renovaro Cube’sThese competitors may succeed in developing, acquiring, or licensing, on an exclusive basis or otherwise, tests or services that are more effective or less costly than Renovaro Cube’s or BioSymetrics’ products. In addition, established medical technology, biotechnology, or pharmaceutical companies may invest heavily to accelerate the discovery and development of tests that could make Renovaro Cube’s or BioSymetrics’ products less competitive than Renovaro Cube anticipates.anticipated.

Renovaro Cube’s and BioSymetrics’ ability to compete successfully will depend largely on itsthe ability of each to:

Renovaro Cube and BioSymetrics may not be able to compete effectively if Renovarothey Cube isare unable to accomplish one or more of these or similar objectives.

If Renovaro Cube or BioSymetrics cannot enter new collaborations in a timely manner and on acceptable terms, itstheir efforts to develop and commercialize its their products could be delayed or adversely affected.

From time time to time, Renovaro Cube expectsand BioSymetrics expect to engage in discussions with potential development and/or commercial collaborators that may or may not lead to collaborations. However, Renovaro Cube and BioSymetrics cannot guarantee that any discussions will result in development or commercial collaborations. Further, once news of discussions regarding possible collaborations are known in the general public, regardless of whether the news is accurate, failure to announce a collaboration agreement, or the entity’s announcement of a collaboration with an entity other than Renovaro Cube,Cube or BioSymetrics, could result in adverse speculation about Renovaroeither, Cube, itstheir products or its technology, resulting in harm to itstheir reputation and its business. In addition, establishing collaborations is difficult and time-consuming and may require Renovaro Cube’s significant financial investment. Potential collaborators may elect not to work with Renovaro Cube or BioSymetrics based on their assessment of itstheir financial, regulatory, or intellectual property position. Even if Renovaro Cube or BioSymetrics establishes new collaborations, they may not result in the successful development or commercialization of itstheir products or technology.

If Renovaro Cube or BioSymetrics is unable to establish sales and marketing capabilities, itthey may not be successful in commercializing Renovaro Cube’stheir products.

Renovaro Cube hasand BioSymetrics have only limited sales and marketing infrastructures and no experience as a company in the sale, marketing and distribution of screening or diagnostic tests. In preparation of a commercial launch, Renovaro Cube isand BioSymetrics are rapidly hiring additional personnel in Renovaro Cube’s sales and marketing organization.marketing.

Factors that may inhibit Renovaro Cube’s or BioSymetrics’ efforts to each commercialize any of itstheir respective products include:

Renovaro Cube’s and BioSymetrics’ products are not subject to FDA or other government regulatory clearance or approval if they are not intended to be used for the diagnosis, treatment or prevention of disease. However, as Renovaro Cube and BioSymetrics expands its their product line to encompass products that are intended to be used for the diagnosis of disease, certain of its products will become subject to regulation by the FDA, or comparable international agencies, including requirements for regulatory clearance or approval of such products before they can be marketed. Such regulatory approval processes or clearances may be expensive, time-consuming, and uncertain, and Renovaro Cube’s failure to obtain or comply with such approvals and clearances could have an adverse effect on its business, financial condition, and operating results. In addition, changes to the current regulatory framework, including the imposition of additional or new regulations, could arise at any time during the development or marketing of Renovaro Cube’s future products, which may negatively affect its ability to obtain or maintain FDA or comparable regulatory approval of its products, if required.

Diagnostic products are regulated as medical devices by the FDA and comparable international agencies and may require either clearance from the FDA or such other comparable agencies following the 510(k) pre-market notification process or pre-market approval from the FDA, in each case prior to marketing. Obtaining the requisite regulatory approvals can be expensive and may involve considerable delay. If Renovaro Cube or BioSymetrics fails to obtain, or experiences significant delays in obtaining, regulatory approvals for diagnostic products that it develops in the future, Renovaro Cube and BioSymetrics may not be able to launch or successfully commercialize such products in a timely manner, or at all.

In addition, if Renovaro Cube’s and BioSymetrics’ products labelled as “For Research Use Only. Not for use in diagnostic procedures,” or RUO, are used, or could be used, for the diagnosis of disease, the regulatory requirements related to marketing, selling, and supporting such products could change or be uncertain, even if such use by Renovaro Cube’s or BioSymetrics’ customers is without its consent. If the FDA or other regulatory agencies assert that any of Renovaro Cube’s or BioSymetrics’ RUO products are subject to regulatory clearance or approval, Renovaro Cube’s or BioSymetrics’ business, financial condition, and results of operations could be adversely affected.

Regulatory and legislative developments on the use of AI and machine learning could adversely affect Renovaro Cube’s or BioSymetrics’ use of such technologies in its platform and other products.

As with many technological innovations, artificial intelligence presents risks and challenges that could affect its adoption, and therefore our business. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. It is possible that new laws and regulations will be adopted in the United Kingdom, the European Union, the United States and/or other foreign jurisdictions, or that existing laws and regulations may be interpreted in ways that would affect the operation of Renovaro Cube’s or BioSymetrics’ AI platform and data analytics and the way in which Renovaro Cube or BioSymetrics uses AI and machine learning technology. Further, the cost to comply with such laws or regulations could be significant and would increase Renovaro Cube’s operating expenses, which could adversely affect its either’s business, financial condition and results of operations.

For example, in Europe, on April 21, 2021, the European Commission proposed a regulation seeking to establish a comprehensive, risk-based governance framework for AI in the European Union market. The proposed legislation is intended to apply to companies that develop, use and/ or provide AI in the European Union and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security and accuracy, and proposes fines for breach of up to 6% of worldwide annual turnover. In addition, on September 28, 2022, the European Commission proposed the AI Liability Directive and the revised Product Liability Directive seeking to establish a harmonized civil liability regime for AI in the European Union in order to facilitate civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the European Union’s existing product liability regime. If enacted, this regulatory framework is expected to have a material impact on the way AI is regulated in the European Union, and together with developing guidance and/or decisions in this area, may affect Renovaro Cube’s or BioSymetrics’ use of AI and its ability to provide and to improve its services, require additional compliance measures and changes to its operations and processes, result in increased compliance costs and potential increases in civil claims against Renovaro Cube,Cube or BioSymetrics, and could adversely affect itseither’s business, operations and financial condition.

Success in pre-clinical studies does not ensure that later clinical studies will generate adequate data to demonstrate the efficacy and safety of an investigational drug. Currently, several of our product candidates, including RENB-DC-11, our genetically-modified allogeneic dendritic therapeutic vaccination platform for solid tumors, and RENB-HV-12,BioS_831, our therapeuticsmall HIVmolecule vaccine,compound being developed for epilepsy, are currently in various stages of pre-clinical development with ongoing and planned pre-clinical studies in conjunction with research institutions and third parties. Despite preliminary data we believe is positive, this does not guarantee that any of these products will proceed to the clinical stage or to approval for commercial use. A number of companies in the pharmaceutical and biotechnology industries, including those with greater resources and experience than us, have suffered significant setbacks in clinical studies, even after seeing promising results in earlier preclinical or clinical studies.

The development of treatments in in the fields of cancer and HIVneurology is highly competitive and many pharmaceutical and biotechnology companies, academic institutions, governmental governmental agencies, and other public and private research organizations may pursue the research and development of technologies, drugs or other therapeutic products for the treatment of some or all of the diseases we are targeting. Nearly all of our competitors have greater capital capital resources, larger overall research and development staffs and facilities, and a longer history in drug discovery and development, obtaining obtaining regulatory approval and pharmaceutical product manufacturing and marketing than we do. Techniques in gene, cell and immunotherapy are are subject to rapid technological change and development and are significantly affected by existing rival products and medical procedures, new product introductions and the market activities of other participants. With additional resources, our competitors may be able to respond to rapid and significant technological changes faster than we can. The future success of Renovaro Biosciences and BioSymetrics will depend in large part on our ability to maintain a competitive position with respect to these technologies. We may also face competition from products, which have already been approved and accepted by the medical community for the treatment of these same indications. If we are unable to compete effectively with any existing products, new treatment methods and new technologies, we may be unable to commercialize therapeutic products that we may develop in the future, which could adversely impact our potential revenues, results of operations and financial condition or lead to abandonment of product candidates in our pipeline.

AI is integrated into Renovaro Cube’s platformand BioSymetrics’ platforms and is a significant element of itseach of their business offerings going forward. As with many developing technologies, AI presents risks, challenges and unintended consequences that could affect its further development, adoption, and use, and therefore Renovaro Cube’s and BioSymetrics’ business. AI algorithms and training methodologies may be flawed. Data sets may be insufficient, of poor quality, or contain biased information. Inappropriate or controversial data practices by data scientists, engineers, and end-users of Renovaro Cube’s or BioSymetrics’ systems could impair the acceptance of AI solutions. If the analyses that AI applications assist in producing are deficient or inaccurate, Renovaro Cube or BioSymetrics could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some uses of AI present ethical issues, and Renovaro Cube’s or BioSymetrics’ judgment as to the ethical concerns may not be perceived as accurate. While Renovaro Cube and aimsBioSymetrics aim to develop and use AI responsibly and attemptsattempt to identify and mitigate ethical and legal issues presented by its its use, Renovaro Cube and BioSymetrics may be unsuccessful in identifying or resolving issues before they arise. If Renovaro Cube usesor BioSymetrics use AI as part of its their platform in a manner that is controversial or perceived as unethical, this may lead to adverse results for Renovaro Cube’s or BioSymetrics’ financial condition and operations or the financial condition and operations of itstheir collaborators or vendors, which may further lead to Renovaro Cube or BioSymetrics experiencing competitive harm, legal liability and brand or reputational harm. In addition, AI-related issues, deficiencies and/or failures could give rise to legal and/or regulatory action, including with respect to proposed legislation regulating AI in jurisdictions such as the European Union and others, and as a result of new applications of existing data protection, privacy, intellectual property, and other laws.

Failure of, or defects in, Renovaro Cube’s or BioSymetrics’ machine learning and cloud-based computing infrastructure, or increased regulation in the machine learning space, could impair Renovaro Cube’stheir ability to process its data, develop products, or provide test results, and harm itstheir business and results of operations.

The design, development, maintenance and operation of Renovaro Cube’s technologyand BioSymetrics’ technologies over time is expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors. Overcoming technical obstacles and correcting defects or errors could prove to be impossible or impracticable, and the costs incurred may be substantial and adversely affect Renovaroeither’s Cube’s results of operations. Additionally, regulation in the machine learning space is constantly evolving and may make it difficult for Renovaro Cube or BioSymetrics to continue using its machine learning approach. If Renovaro Cube’s or BioSymetrics’ technology does not function reliably, fails to meet expectations in terms of performance, or cannot be fully utilized due to increasing regulation, Renovaro Cubewe may be unable to provide, or its customers may stop using, itsour products.

Real or perceived errors, failures, or bugs in Renovaro Cube’s or BioSymetrics’ platform and future products could adversely affect itstheir business, results of operations, financial condition, and growth prospects.

Renovaro Cube’s platformand BioSymetrics’ is,platforms are, and itstheir future products will be, complex, and therefore, undetected errors, failures, bugs, or defects may be present in such platform or products or occur in the future in itstheir platform or products, itstheir technology or software or the technology or software they Renovaro Cube licenseslicense from third parties, including open source software, especially when updates or new products are released. Such software and technology technology is used in information technology (“IT”) environments with different operating systems, system management software, devices, devices, databases, servers, storage, middleware, custom and third-party applications, and equipment and networking configurations, which may cause errors, failures, bugs, or defects in the IT environment into which such software and technology is deployed. This diversity increases increases the likelihood of errors, failures, bugs, or defects in those IT environments. Some of the features in Renovaro Cube’s and platform BioSymetrics’ platforms are powered by machine learning and AI, which depend on datasets and algorithms that could be flawed, including through inaccurate, insufficient, outdated, or biased data. Despite testing by Renovaro Cube,Cube and BioSymetrics, real or perceived errors, failures, bugs, or defects may not be found until Renovaro Cube’s customers use itstheir products. Real or perceived errors, failures, bugs, or defects in Renovaro Cube’s or BioSymetrics’ products could result in negative publicity, loss of or delay in market acceptance of their its platformplatforms or future products and harm to its their brand, loss of investor confidence, weakening of itsour competitive position, claims by customers for losses sustained by them, or failure to meet the stated service level commitments in its customer agreements. In such an event, Renovaro Cube or BioSymetrics may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any real or perceived errors, failures, bugs, or defects in Renovaro Cube’s or BioSymetrics’ products could also impair itstheir ability to attract new customers, retain existing customers, or expand their use of its products, which would adversely affect Renovaro Cube’s or BioSymetrics’ business, results of operations and financial condition.

Renovaro Cube and BioSymetrics may also be subject to liability claims for damages related to real or perceived errors, failures, bugs, or defects in its platform or future products. A material liability claim or other occurrence that harms Renovaro Cube’s or BioSymetrics’ reputation or decreases market acceptance of its platform or future products may harm its business and results of operations. Finally, since some of Renovaro Cube’s or BioSymetrics’ customers use its products for compliance reasons, any errors, failures, bugs, defects, disruptions in service or other performance problems with Renovaro Cube’s or BioSymetrics’ products may damage its customers’ businesses and could hurt its reputation.

Renovaro Cube’s or BioSymetrics’ internal computer systems, or those expected to be used by its third-party research institution collaborators or other contractors or consultants, may fail or suffer security breaches.

Despite the implementation of security and back-up measures, Renovaro Cube’s or BioSymetrics’ internal computer, server and other information technology systems as well as those of its third-party collaborators, consultants, contractors, suppliers and service providers, may be vulnerable to damage from physical or electronic break-ins, computer viruses, malware, ransomware, denial of service and other cyber-attacks or disruptive incidents that could result in unauthorized access to, use or disclosure of, corruption of, or loss of sensitive and/or proprietary data, including personal and health information, and could subject Renovaro Cube Cubeor BioSymetrics to significant liabilities, regulatory and enforcement actions and reputational damage. For example, the loss of clinical study data from future clinical studies could result in delays in any regulatory clearance or approval efforts and significantly increase Renovaro Cube’s or BioSymetrics’ costs to recover or reproduce the data, and subsequently commercialize its future products. If Renovaro CubeCube, BioSymetrics’ or itseither’s third-party collaborators, consultants, contractors, suppliers suppliers or service providers were to suffer an attack or breach, for example, that resulted in the unauthorized access to or use or disclosure disclosure of personal or health information, Renovaro Cube or BioSymetrics may have to notify physicians, patients, partners, collaborators, government authorities and the media, and may be subject to investigations, civil penalties, administrative and enforcement actions and litigation, any of which could harm Renovaro Cube’stheir business and reputation. Likewise, Renovaro Cube reliesand BioSymetrics rely on its third-party research institution institution collaborators and other third parties to conduct clinical validation, and similar events relating to their computer systems could also have a material adverse effect on Renovaro Cube’s or BioSymetrics’ business. To the extent that any disruption or security breach were to result in a loss of, or damage to, Renovaro Cube’s or BioSymetrics’ data or systems, or inappropriate or unauthorized access to or disclosure or use of confidential, proprietary, or other sensitive, personal, or health information, Renovaro Cube or BioSymetrics could incur liability and suffer reputational harm, and the development and commercialization of its products could be delayed.

Renovaro Cube’s or BioSymetrics’ insurance policies may not be adequate to compensate it for the potential losses arising from such disruptions, failure, or security breach. In addition, such insurance may not be available to Renovaro Cube or BioSymetrics in the future on economically reasonable terms, or at all. Further, Renovaro Cube’s or BioSymetrics’ insurance may not cover all claims made against it and defending a suit, regardless of its merit, could be costly, divert management attention and harm Renovaro Cube’s or BioSymetrics’ reputation.

If Renovaro Cube or BioSymetrics is unable to protect the confidentiality of its trade secrets, Renovaro Cube’s or BioSymetrics’ business and competitive position would be harmed.

Renovaro Cube reliesand BioSymetrics rely on trade secrets and confidentiality agreements to protect itstheir know-how, technology, data and other proprietary information and to maintain itsa competitive position. Trade secrets and know-how can be difficult to protect. Renovaro Cube expectsand its BioSymetrics expect trade secrets and know-how to, over time, be disseminated within the industry through independent development, the publication of journal articles describing the methodology and the movement of personnel from academic to industry scientific positions.

Renovaro Cube and BioSymetrics each seeks to protect these trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality confidentiality agreements with parties who have access to them, such as Renovaro Cube’s and BioSymetrics’ employees, directors, corporate collaborators, outside scientific collaborators, contract research organizations (“CROs”), contract manufacturers, suppliers, service providers, consultants, advisors and other third parties. Renovaro Cube and BioSymetrics also entersenter into confidentiality and invention or patent assignment agreements with its employees and consultants, and reminds departing employees when they leave their employment of their continuing confidentiality obligations. Renovaro Cube and BioSymetrics cannot guarantee that itthey hashave entered into such agreements with each party that may have, or have had, access to Renovaro Cube’s trade secrets or proprietary technology and processes. Despite Renovaro Cube’s Cube’sand BioSymetrics’ efforts, any of these parties may breach the agreements and disclose Renovaro Cube’sour proprietary information, including Renovaro Cube’s trade secrets, and Renovaro Cubewe may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. Some courts outside Thethe Netherlands respective jurisdictions of BioSymetrics and Renovaro Cube are less willing or unwilling to protect trade secrets. For example, in China, claims regarding infringement or misappropriation of trade secrets are difficult to prove, and consequently plaintiffs are rarely successful in bringing these claims. If any of Renovaro Cube’s or BioSymetrics’ trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, Renovaro Cube and BioSymetrics would have no right to prevent them from using that technology or information to compete with Renovaro Cube.us. If any of Renovaro Cube’s or BioSymetrics’ trade secrets were to be misappropriated by, disclosed to, or independently developed by a competitor or other third party, Renovaro Cube’s or BioSymetrics’ competitive position could be materially and adversely harmed.

Renovaro Cube hasand BioSymetrics have and may enter into collaboration, license, contract research and/or manufacturing relationships with contract organizations that operate in certain countries that are at heightened risk of theft of technology, data and intellectual property through direct intrusion by private parties or foreign actors, including those affiliated with or controlled by state actors. Accordingly, Renovaro Cube’s and BioSymetrics’ efforts to protect and enforce Renovaro Cube’stheir intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Renovaro Cube and BioSymetrics develops or licenses, and Renovaro Cubewe may be at heightened risk of losing its proprietary intellectual property rights around the world, including outside of such countries, to the extent such theft or intrusion destroys the proprietary nature of its intellectual property.

Renovaro Cube’s and BioSymetrics’ success depends on itsour ability to develop and commercialize itsour technology without infringing, misappropriating, or otherwise violating the intellectual property of third parties. Third parties may initiate legal proceedings alleging that Renovaro Cube Cubeor BioSymetrics is infringing their intellectual property rights, and if they prevail, could block sales of Renovaro Cube’s or BioSymetrics’ products and force Renovaro Cubeus to make large damages and/or royalty payments, which could have a material adverse effect on the success of itsour business.

Renovaro Cube’s and BioSymetrics’ commercial success in part depends upon itsour ability, and the ability of itsour collaborators, to market, sell and distribute Renovaro Cube’sour products and use Renovaro Cube’sour proprietary technologies without infringing, misappropriating or otherwise violating the proprietary rights of third parties. There is considerable intellectual property litigation in the medical technology, biotechnology, diagnostic and pharmaceutical industries. Renovaro Cube or BioSymetrics may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to its products, including interference proceedings before the United Kingdom Intellectual Property Office, the European Patent Office, the United States Patent and Trademark Office and similar bodies in other jurisdictions. Third parties may assert infringement claims against Renovaro Cube or BioSymetrics based on existing patents or patents that may be issued in the future.

If Renovaro Cube or BioSymetrics is found to infringe, misappropriate, or otherwise violate a third party’s intellectual property rights, it could be required to obtain a license from such third party to continue developing, marketing, selling and distributing Renovaro Cube’sour products, or to cease using the infringing technology. However, Renovaro Cubewe may not be able to obtain any required license on commercially reasonable terms terms or at all. Even if Renovaro Cubewe were able to obtain a license, it could be non-exclusive, thereby giving Renovaroour Cube’s competitors access to the same technologies licensed to Renovaro Cube.us. In addition, Renovaro CubeWe could be found liable for monetary damages, including treble damages if it is found to have willfully infringed a patent and attorneys’ fees if the court finds the case to be exceptional. A finding of infringement, misappropriation, or other violation could prevent Renovaro Cubeus from commercializing itsour products or force Renovaro Cubeus to cease some of itsour operations, which could materially harm itsour business. Claims that Renovaro Cube or BioSymetrics has misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on Renovaro Cube’sour business.

Even if if resolved in Renovaro Cube’sour favor, litigation or other legal proceedings relating to intellectual property claims may cause Renovaro Cubeus to incur significant expenses and could distract Renovaro Cube’sour personnel from their normal responsibilities. Such litigation or proceedings could substantially increase Renovaro Cube’s our operating losses and reduce the resources available for development activities or any future sales, marketing, or distribution activities. Renovaro Cube We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of Renovaro Cube’sour competitors may be able to sustain the costs of such litigation or proceedings more effectively than Renovaro Cubewe can because of their greater financial resources and more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on Renovaro Cube’sour ability to compete in the market place.marketplace.

Renovaro Cube’s and BioSymetrics’ use of open-source software could subject Renovaro Cube’sour proprietary technology to unwanted open-source license conditions that could negatively impact its business.

RenovaroLunai Bioworks Inc. operates through twothree subsidiaries, Renovaro BiosciencesBiosciences, Renovaro Cube and RenovaroBioSymetrics Cube.Inc. Renovaro Cube refers to GediCube Intl. Ltd. and its wholly owned subsidiarysubsidiaries GediCube, B.V. and Grace Systems B.V., which were acquired on February 13, 2024. BioSymetrics Inc. refers to BioSymetrics Inc. and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025.

Renovaro Biosciences is a biotechnology company intending, if the necessary funding is obtained, to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Humancancers. Immunodeficiency Virus (HIV) infections. As a result of our acquisition of GEDi Cube Intl on February 13, 2024,2024 and BioSymetrics Inc. on April 8, 2025, we have shifted the Company’s primary focus and resources to the development of the GEDi Cube Intl and BioSymetrics Inc. technologies.

Our operating expenses for the years ended June 30, 20242025 and 20232024 were $81,639,296$188,966,002 and $38,556,891,$81,639,296, respectively, representing an increase of $43,082,405$107,326,706 or 112%.131%. The The largest contributors to the increase in operating expenses for the year ended June 30, 2024,2025, were the increase in the non-cash intangiblegoodwill asset impairment of $23,651,000 (see Note 5 to the Financial Statements), increase in the non-cash goodwill impairment of $11,640,000 and the increase in general and administrative expenses of $9,239,410$158,779,429 partially offset by the decreasedecreases in the non-cash intangible asset impairment of $42,611,000, general and administrative expenses of $6,677,558 and in research and development expenses of $1,456,368$2,171,401 compared to the year ended June 30, 2023.2024.

General and administrative expenses for the years ended June 30, 20242025 and 2023,2024, were $24,557,608$17,880,050 and $15,318,198,$24,557,608, respectively, representing ana increasedecrease of $9,239,410,$6,677,558, or 60%.27%. The increasedecrease in general and administrative expenses is primarily related to increasesdecreases in non-cash consulting fees of $4,664,190, accrued expenses related to the GEDi Cube acquisition of $812,775, legal expenses of $1,360,761,$2,783,367, legal expenses of $2,260,485, stock based compensation expense of $1,359,838, sales tax expense of $717,744, investor relations expenses of $526,229, $882,534, consultingadvertising expenses of $661,998,$247,491, marketingboard member compensation of $238,855, partially offset by an increase in compensation related expenses of $303,730 and$986,127, rent expenses of $413,802,$174,590, partiallyinformation offsettechnology byexpenses aof decrease$145,199 inand compensation andsubscription related expenses of $781,467.$112,738.

Research and development expenses for the years ended June 30, 2024,2025, and 2023,2024, were $2,708,829$537,428 and $4,165,197,$2,708,829, respectively, representing a decrease of $1,456,368$2,171,401 or 35%.80%. The decrease in research and development expenses is primarily related to $2,090,957decreases in collaborating partner expenses of $1,351,135 with CDMO CDMO and CROs related to discontinued product candidates, partiallydecreases offsetin byconsulting anexpenses increaseof $534,564, and decreases in consumables of $238,862 and consulting expenses of $333,894.$241,982.

Net other income (expenses) for the years ended June 30, 20242025 and 20232024 was $989,124 $10,958,513 and $(1,127,1656,786,532), respectively, representing ana increasechange of $2,116,289$17,745,045 or 188%.261%. The increase in other income was due primarily to the change in the fair value of the contingent consideration in the amount of $4,727,473, $11,680,000, which resulted from the mark to market adjustment on the remaining contingent consideration liability in the year ended June 30, 2024, 2025, offset by a loss on extinguishment of debt in the amount of $1,303,578 and interest and other expense of $1,423,449.$725,684.

Net loss for the years ended June 30, 20242025 and June 30, 20232024 was $80,650,172 $178,007,489 and $39,684,056,$88,425,828, respectively, representing an increase in net loss of $40,966,116$89,581,661 or 103%. 101%. The increase in net loss was primarily due to the increase of non-cash goodwill impairment of $158,779,429, offset by the decrease in non-cash intangible asset impairment of $23,651,000,$42,611,000, thedecrease non-cash goodwill impairment of $11,640,000 and the increase in general and administrative expenses of $9,239,410$6,677,558, offsetdecrease in research and development expenses of $2,171,401 and by the change in fair value of contingent consideration of $4,727,473 and by the $1,456,368 decrease in research and development expenses.$14,728,183.

As of June 30, 2024,2025, the Company had $220,467 in cash and working capital of $(28,312,274) as compared to $1,874,480$92,700 in cash and working capital of $(8,457,69328,109,502) as compared to $220,467 in cash and working capital of $(28,312,274) as of June 30, 2023.2024. The decrease in cash of $1,654,013 $127,767 is primarily due to the cost of operations of $10,971,430,$7,874,647, notesinvestment receivablein priorequity to acquisitionsecurities of $1,255,600 $500,000 and repayments of finance agreement of $870,073,$971,231, partially offset by funding totaling $11,387,528 $9,354,003 related to private placements, placements and proceeds from note payables and the exercise of warrants during the period.

On April December8, 4, 2023,2025, the Company issued 525,94515,000,000 shares of Common Stock valued at $6,058,500 pursuant to warrantsthe exercisedStock forPurchase cash proceedsAgreement of $341,865Biosymetrics, Inc. (see Note 910 to the Financial Statements).

MarchThe January 2024 Note — On MarchJanuary 14,12, 2024, the Company entered into a Subscription AgreementAgreements with an investor to issue a Convertible Promissory Note infor thean aggregate principal amount of $500,000$125,000 (the “MarchJanuary 2024 Note”). The MarchCompany received a total of $125,000 in gross proceeds. The January 2024 Note hadbears an interest rate of 10%12% per annum and was due to maturematured on March 15,December 2025.29, 2024. The Company wasis required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the issue date prior to the maturity of the MarchJanuary 2024 Note. Notwithstanding the immediately foregoing, at the option of the holder, interest could accrue on this note on a quarterly basis. The MarchJanuary 2024 Note wasis convertible either at the option of the holder afteror aautomatically qualifiedupon offering. Ifmaturity nointo qualifiedshares offering occurs prior toof the maturityCompany’s Common date,Stock at the March 2024 Note wasConversion toPrice beof repaid in cash.$3.38.

December 2023 Notes — BetweenOn December 1, 2023, and December 29,20, 2023, the Company entered into Subscription Agreements with two investors to purchase Convertible Promissory Notes for an aggregate principal amount of $560,000$120,000 (the “December 2023 Notes”). The Company received a total of $560,000 in gross proceeds, consisting of $440,000 and $100,000$120,000 from the private placement prior to the end of the quarter endingbetween December 31, 2023,2023 and $20,000 received in January 2024. The December 2023 Notes bear an interest rate of 12% per annum and shall maturematured one year after their respective dates of issuance (the “Maturity Date”). The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the issue date prior to the maturity of the December 2023 Notes. Notwithstanding the immediately foregoing, at the option of the holder, interest may accrue on the December Notes on a quarterly basis. The December 2023 Notes are convertible into shares of the Company’s Common Stock in whole or in part at any time and from time to time, after the original issue date and prior to the Maturity Date, at a conversion price of $3.38 per share. The December Notes will be accounted for under ASC 470-20.

On February 5, 2024, the Company entered into an agreement with RS Bio ApS, a Danish entity controlled by the Company’s Chairman, Rene Sindlev (“RS Bio”) to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $105,263.$105,263 (the “February 2024 Note”). The Company received $100,000 in gross proceeds after taking into account the 5% original issue discount. The note bears an interest rate of 12% per annum and matured on MarchDecember 1, 2024 and was extended to December 31, 2024. TheOn obligationsFebruary under24, this2025 noteRS areBio securedassigned byits ownership the Amended and Restated Security Agreement. The Company is requiredrights to payRene interest onSindlev the maturity date. The note is accounted for under ASC 470-20, andwith all proceedsterms receivedremaining fromunchanged. the issuance will be recognized as a liability on the balance sheet net of discount. For the year ended June 30, 2024, discount amortization of $5,263 was charged to interest expense. As of June 30, 2024, the Company accrued $6,316 of interest expense that is included in accrued expenses on the balance sheet. The note balance, net of discount at June 30, 20242025 was $105,263.$105,263 (see Note 8 to the Financial Statements).

On January 2, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $526,315 (the “January 2024 Note”). $526,315. The Company received a total of $500,000 in gross proceeds after taking into account the 5% original issue discount. The January 2024 Notenote bears an interest rate of 12% per annum and matured on March 1, 2024 and was extended to December 31, 2024. TheOn CompanyFebruary is24, required2025 RS Bio assigned its ownership rights to payRene Sindlev interest onwith theall maturityterms date.remaining unchanged. The January 2024 Note will be accounted for under ASC 470-20, and all proceeds received from the issuance will be recognized as a liability on the balance sheet net of discount. For the year ended June 30, 2024, discount amortization of $26,315 was charged to interest expense. As of June 30, 2024, the Company accrued $31,579 of interest expense that is included in accrued expenses on the balance sheet. The Notenote balance, net of discount at June 30, 20242025 was $526,315.$526,315 In connection with the entry into the January 2024 Note, the Company and Paseco ApS agreed to amend and restate a Security Agreement to add the Company’s obligations under the November 2023(see Note and the January 2024 Note8 to the Secured Obligations (as defined in the Amended and Restated Security AgreementFinancial Statements).

On November 3, 2023, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Promissory Note for the principal amount of $1,000,000 (the “November 2023 Note”).$1,000,000. The Company received a total of $950,000 in gross proceeds after taking into account the 5% original issue discount. The discount of $50,000 will be accreted over the life of the Note.note. The November 2023 Notenote bears an interest rate of 12% per annum and wasmatured due to mature on January 1, 2024 (the “Maturity Date”). On January 1, 2024, the Company entered into an amendment with RS Bio for the November 2023 Note to extend the maturity date to March 1, 2024 and was extended to December 31, 2024. The Company is required to pay interest on the maturity date. The November 2023 Note will be accounted for under ASC 470-20, and all proceeds received from the issuance will be recognized as a liability on the balance sheet net of discount. On February 16,24, 2024,2025 theRS CompanyBio receivedassigned noticeits fromownership the holder to exercise 471,699 warrants outstanding at $0.53 per share and apply $250,000 of the note balancerights to theRene exerciseSindlev pricewith ofall theterms warrants. Forremaining the year ended June 30, 2024, discount amortization of $50,000 was charged to interest expense. As of June 30, 2024, the Company accrued $69,083 of interest expense that is included in accrued expenses on the balance sheet.unchanged. The November 2023 Notenote balance, net of discount discount at June 30, 20242025 iswas $750,000 (see Note 78 to the Financial Statements).

As of DecemberMarch 31, 2025,2026, Lunai Bioworks Inc. operatesoperated through two subsidiaries, Renovaro Biosciences and BioSymetrics. BioSymetrics refers to BioSymetrics BioSymetrics Inc. and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025. During the quarter ended September 30, 30, 2025, GediCube, B.V., acquired on February 13, 2024, filed for bankruptcy and ceased operations. As a result, beginning inFollowing the second quarterdeconsolidation of 2026,GediCube B.V., theconsolidated Companyoperations willnow noconsist longerof reportRenovaro onBiosciences itscell operations.and gene therapy programs and BioSymetrics AI platform.

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. As of DecemberMarch 31, 2025,2026, the Company had cash and cash equivalents of $491,645,$3,155,272, an accumulated deficit of $509,442,953$512,014,347 and a working capital deficit of $19,487,088.$15,550,002. These conditions raise substantial doubt about the Company’s ability to to continue as a going concern for one year after the date the financial statements are issued. The consolidated financial statements do 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.

Results of Operations for the Three and SixNine Months ended DecemberMarch 31, 20252026 and 20242025

The following table sets forth our revenues, expenses and net income, loss for the three and sixnine months ended DecemberMarch 31, 20252026 and 2024.2025. The financial information below is derived from our unaudited condensed consolidated financial statements.

We are a pre-revenue,pre-clinical pre-clinical biotechnology and artificial intelligence driven healthcare technology company. WeOur therapeutic and core diagnostic product candidates remain pre-clinical and have nevernot generated revenuesany 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 anymaterial product revenues until our therapies or products are approved for marketing and sale.

Our operating expenses for the sixthree months ended DecemberMarch 31, 20252026 and 2024,2025, were $5,131,774$1,448,202 and $57,884,869$4,162,492 respectively, representing a decrease of $52,753,095,$2,714,290 or approximately 91%.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 impairment of $47,614,729, general and administrative expenses of $5,477,647,$8,280,982, research and development expenses of $480,994,$370,974, partially offset by the increase in intangible asset impairment of $831,915.

General and administrative expenses for the three months ended DecemberMarch 31, 2025,2026, and 2024,2025, were $1,766,210$1,421,255 and $4,353,123,$4,224,590, respectively, representing a decrease of $2,586,913$2,803,335 or approximately 59%.66%. The variance is primarily related to a decrease in legal expenses of $717,092,$269,536, compensation and related expenses of $591,638,$587,535, consulting fees expense of $383,735,$56,306, non-cash stock-based compensation expense of $429,812$1,330,206 and rent expense of $136,365, investor relation expenses of $86,243 and accounting related expense of $77,120.$125,722.

General and administrative expenses for the sixnine months ended DecemberMarch 31, 2025,2026, and 2024,2025, were $4,176,726$5,597,980 and $9,654,373,$13,878,963, respectively, representing a decrease of $5,477,647$8,280,982 or approximately 57%.60%. The variance is related to a decrease in consulting fees expense of $1,960,495,$2,016,801, legal expenses of $1,616,069,$1,885,606, compensation and relates expenses of $797,019,non-cash$1,436,178, non-cash stock-based compensation expense of $606,148,$1,936,354, rent expense and related office expenses of $403,761, travel and related expenses of $108,772$141,479 and information technology expenses of $76,669.$124,976.

Research and development expenses for the three months ended DecemberMarch 31, 2025,2026, and 2024,2025, were $45,872$15,946 and $161,084,$(94,073), respectively, representing aan decreaseincrease of $115,212$110,019 or approximately 72%.117%. The variance is primarily driven by aan decreaseincrease of $121,511$111,803 in consulting expenses and outside services related to pre-clinical pre-clinical testing.

Research and development expenses for the sixnine months ended DecemberMarch 31, 2025,2026, and 2024,2025, were $70,279$86,226 and $551,273,$457,200, respectively, representing a decrease of $480,994$370,974 or approximately approximately 87%.81%. The variance is primarily driven by a decrease of $344,382$345,627 in consumables and reagents, and $143,777$24,865 in consulting expenses.

The Company recorded other incomeexpense of $24,010$(1,144,134) for the three months ended DecemberMarch 31, 2025,2026, compared to other expenseincome of $2,706,078$4,351,668 for the three months ended DecemberMarch 31, 2024,2025, representing aan decrease in other expense of $2,730,088$5,495,802 or 101%.126%. The variance is primarily due to a decrease of $2,730,000$4,260,000 in the change in fair value of contingent consideration in the current period.period and the loss on the exchange of debt of $1,086,116.

The Company recorded other income of $6,151,391$5,007,257 for the sixnine months ended DecemberMarch 31, 2025,2026, compared to other income of $6,420,440$10,772,108 for the sixnine months ended DecemberMarch 31, 2025, 2023, representing a decrease in other expense of $269,049$5,764,851or or 4%.54%. The variance is primarily due to the change in fair value of contingent consideration liability of $6,150,000$10,410,000 in the current period, loss on extinguishment of debt of $6,329,592$7,415,708 in the current period, partially offset by the gain on bankruptcy of subsidiary in the amount of $12,019,227.

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 December March 31, 2025, and 2024, was $1,799,404 and $7,252,394, respectively,, representing an decrease increase in net loss of $5,452,990$2,760,570 or approximately 75%. 1,459%. The decrease in net loss was primarily due to a decrease in the change in fair value of contingent consideration of $2,730,000,$4,260,000, a decrease in general and administrative expenses of $2,586,913$2,803,335 and a decreaseloss inon researchthe andextinguishment of development expensesdebt of $115,212.$1,086,116.

Net income (loss) for the sixnine months ended ended DecemberMarch 31, 2025,2026, and 2024,2025, was $1,019,617$1,551,778 and $(51,464,429) 51,275,253 respectively, representing a decrease in net loss of $52,484,046$49,723,475 or approximately approximately 102%.97%. 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.$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.

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 haveAlthough neverwe generatedrecognized any$20,942 salesof 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 expectdo thisnot anticipate generating revenues sufficient to continuesupport 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. We may never be profitable.

As noted above under the heading “Going Concern and Management’s Plans,” through DecemberMarch 31, 2025,2026, we have incurred substantial losses. We will need additional funds both in the next twelve months and beyond for (a) research and development, (b) increases in personnel, (c) the purchase of equipment, and investment in the development and validation of our technology. The availability of any required additional funding cannot be assured. In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in the future may be involved could adversely affect our liquidity and financial position. We may raise such funds from time to time through public or private sales of our equity or debt securities. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could materially adversely affect our growth plans and our financial condition and results of operations.

As of DecemberMarch 31, 2025,2026, the Company had $491,645$3,155,272 in cash and working capital deficit of $19,487,088$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 430%3,304% and decrease of 31%,45%, respectively.

Total assets at DecemberMarch 31, 2025,2026, were $6,666,446$9,860,540 compared to $8,230,840 as of June 30, 2025. The decreaseincrease 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 $543,237,$11,297 and a decrease of investment in equity securities of $387,851, partially offset by the increase of cash of $398,945 in the current period.$387,851.

Total liabilities at DecemberMarch 31, 2025,2026, were $20,215,234$19,413,968 compared to $29,580,681 as of June 30, 2025. The decrease in total liabilities of $10,166,713 was primarily related to the decrease of $7,045,741$8,319,236 in notes payable – related parties, $915,595, $930,319 in accrued expenses, $216,220 in accounts payable, $510,000$580,000 in contingent consideration consideration liability and $303,937$319,958 in other current liabilities.

Cash provided by financing activities during the period primarily related to proceeds of $750,000$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, $1,815,000, netplacement of $58,495 placement costs, in notes payable that were partially offset by $271,643 in repayment of a finance agreement.$750,000.