Annual Report for Fiscal Year Ending June 30, 2026 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements, and the related notes to those statements included elsewhere in this report. In addition to the historical financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements.

Our Business

Lunai Bioworks Inc. operates principally through two operating subsidiaries, Renovaro Biosciences and BioSymetrics; a third wholly owned subsidiary, Lunai Bioworks IP, Inc., holds the intellectual property acquired in the May 2026 Neurobridge acquisition, including the N2B intranasal drug delivery platform (see Note 12 to the Financial Statements). BioSymetrics refers to BioSymetrics Inc. and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025. During the quarter ended September 30, 2025, GEDi Cube, B.V., acquired on February 13, 2024, filed for bankruptcy and ceased operations. Following the deconsolidation of GEDi Cube B.V., consolidated operations now consist of Renovaro Biosciences cell and gene therapy programs and BioSymetrics AI platform.

Lunai Bioworks Inc. is an AI-driven biotechnology company focused on precision medicine, biomarker discovery, and therapeutic development for CNS disorders, biodefense, 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.

To date, our operations have been funded by sales of our securities and debt financing. We have not generated revenue from product sales. During fiscal 2026, we recognized $51,992 of service revenue from a single research services customer. We do not expect material product revenue until our products are approved for marketing in the United States, Canada and/or Europe. Even if we are successful in having our products approved for sale in the United States, Canada and/or Europe, we cannot guarantee that a market for the products will develop. We may never be profitable.

Recent Developments

Debt Conversion

On September 2, 2026, the Company entered into a Master Consulting and Strategic Advisory Agreement with Strategic Advisors S.à r.l. pursuant to which the Company agreed to issue 180,000 shares of its common stock in settlement of outstanding invoices for services provided to the Company through August 24, 2026 and for prospective services. The shares were valued at $432,000, based on the closing market price of the Company's common stock of $2.40 per share on September 2, 2026. Upon issuance of the shares, $286,225 of outstanding accounts payable was satisfied, with the remaining approximately $145,775 recorded as prepaid consulting and advisory services to be recognized as services are provided.

On July 21, 2026, the Company entered into an agreement to convert approximately $672,000 of outstanding indebtedness, including accrued interest and certain trade payables, into 239,025 shares of the Company's common stock at a conversion price of $2.81 per share. At issuance of the shares, the converted indebtedness was fully satisfied and extinguished.

Acquisition of Neurobridge IP Holdings

On May 1, 2026, the Company completed the acquisition of Neurobridge IP Holdings Incorporated ("Neurobridge") pursuant to an Agreement and Plan of Merger dated April 27, 2026. The aggregate consideration consisted of eight shares of the Company's Series B Convertible Preferred Stock, each with a stated value of $2.5 million, for an aggregate stated value of $20.0 million. The acquisition-date fair value of the Series B Convertible Preferred Stock issued as consideration was $1.84 million, which was used to measure the acquisition cost. The Series B Preferred Stock is convertible into common stock at a fixed conversion price of $1.50 per share following receipt of the stockholder approval required by applicable Nasdaq rules, resulting in a stated maximum of 13,333,333 shares of common stock issuable upon full conversion before adjustment for the May 2026 Reverse Stock Split; after giving effect to the proportionate adjustment required by the Series B Certificate of Designation, the conversion price is $12.00 and the maximum number of shares issuable upon full conversion is 1,666,666. The Series B Preferred Stock has a liquidation preference equal to its aggregate stated value and ranks senior to the Company's common stock with respect to liquidation

May 2026 Reverse Stock Split

In May 2026, the Company effected a 1-for-8 reverse stock split of its common stock (the "May 2026 Reverse Stock Split"), effective at 12:01 a.m. (New York time) on May 22, 2026, and the Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market on May 22, 2026. This followed the Company's 1-for-10 reverse stock split effected in September 2025. All share and per-share amounts in this Annual Report have been retroactively restated to reflect both reverse stock splits (see Note 9 to the Financial Statements).

Debt Exchanges

On March 24, 2026, the Company entered into separate debt exchange agreements (collectively, the "Debt Exchange Agreements") with three of the Company's holders (each a "Holder") of secured promissory notes (the "Investor Notes"). Pursuant to the Debt Exchange Agreements, the Holders agreed to cancel and extinguish an aggregate of $828,770 of outstanding principal and accrued interest owed under the Investor Notes in exchange for an aggregate of 488,663 shares of the Company's common stock, par value $0.0001 per share (the "Exchange Shares"), and common stock purchase warrants to acquire an aggregate of 179,203 additional shares of common stock (the "Warrants"). The Exchange Shares issued at an implied exchange price of $1.68 per share. Each Warrant, once issued, was immediately exercisable for one share of common stock at an exercise price of $1.68 per share and will expire on March 24, 2036.

Bankruptcy of GEDi Cube B.V.

On September 2, 2025, the Court of Amsterdam (the "Court") declared bankrupt GEDi Cube B.V. ("GEDi"), an indirect subsidiary of Lunai Bioworks, Inc. ("Lunai"), and appointed Mr. M.M. Dellebeke as the receiver in the bankruptcy. GEDi filed a voluntary petition seeking a declaration of bankruptcy due to its inability to make payments as they became due. As a result of this, the Company determined that a material impairment of GEDi had occurred (see Note 5 to the financial statements).

Debt Restructuring and Conversion

On July 7, 2025, the Company entered into an exchange agreement with certain holders of outstanding secured promissory notes pursuant to which approximately $9.7 million of outstanding secured indebtedness was exchanged for approximately $16.1 million of convertible promissory notes. Immediately following the exchange, the holders converted the entire principal amount of the convertible notes into an aggregate of 669,477 shares (after giving retroactive effect to the Company's September 2025 1-for-10 and May 2026 1-for-8 reverse stock splits described below) of the Company's common stock at a conversion price of $24.00 per share (after giving retroactive effect to such reverse stock splits).

As a result of the foregoing transactions, the Company (i) eliminated $9.7 million of secured indebtedness, (ii) issued $16.1 million in Convertible Notes to the same holders, and (iii) issued 669,477 shares of common stock (on the same split-adjusted basis) upon full conversion of such Convertible Notes. No cash was issued for any fractional shares. The transactions did not involve any cash proceeds to the Company.

Known Trends

Going Concern and Management's Plans

The financial statements included elsewhere herein for the year ended June 30, 2026, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. As of June 30, 2026, we had cash and cash equivalents of $1,713,653, an accumulated deficit of $514,025,049 and total liabilities of $18,966,734. We have incurred losses from continuing operations, have used cash in our continuing operations, and are dependent on additional financing to fund operations. These conditions raise substantial doubt about our ability to continue as a going concern for one year after the date the financial statements are issued. The financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Management has reduced overhead and administrative costs by streamlining the organization to focus on its AI -driven precision medicine platform, therapeutic programs and biodefense initiatives. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to attempt to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Funding that we may receive during fiscal 2027 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization of our products and conduct the clinical and regulatory work to develop our product candidates, and to begin building working capital reserves.

RESULTS OF OPERATIONS

Year ended June 30, 2026 compared to the year ended June 30, 2025.

The following table sets forth our revenues, expenses and net loss for the years ended June 30, 2026 and 2025. The financial information below is derived from our audited consolidated financial statements included elsewhere in this Annual Report.

		For the Years Ended
		June 30,								Increase/(Decrease)
		2026				2025				$				%
Service Revenue		$	51,992			$	-			$	51,992				100	%
Cost of Goods Sold			-				-				-				0	%
Gross profit (loss)			51,992				-				51,992				100	%
Operating Expenses
General and administrative			7,799,970				17,880,050				(10,080,080	)			(56	)%
Research and development			24,518				537,428				(512,910	)			(95	)%
Long-lived asset impairment			831,915								831,915				100	%
Goodwill impairment							170,419,429				(170,419,429	)			(100	)%
Depreciation and amortization			93,522				129,095				(35,573	)			(28	)%
Total Operating Expenses			8,749,925				188,966,002				(180,216,077	)			(95	)%
LOSS FROM OPERATIONS			(8,697,933	)			(188,966,002	)			180,268,069				(95	)%
Other Income (Expense)
Change in fair value of			590,000				11,680,000				(11,090,000	)			(95	)%
contingent consideration
Loss on extinguishment of debt			(7,415,708	)							(7,415,708	)			(100	)%
Change in fair value of equity			156,849				(112,149	)			268,998				(240	)%
securities
Gain on bankruptcy of subsidiary			12,019,227								12,019,227				100	%
Interest expense			(235,074	)			(725,684	)			490,610				(68	)%
Interest and other income			20,160				116,346				(96,186	)			(83	)%
(expense)
Total Other Income (Expense)			5,135,454				10,958,513				(5,823,059	)			(53	)%
NET LOSS		$	(3,562,479	)		$	(178,007,489	)			174,445,010				(98	)%

		For the Years Ended
		June 30,								Increase/(Decrease)
		2026				2025				$				%
Net Loss		$	(3,562,479	)		$	(178,007,489	)		$	174,445,010				(98	)%
Other Comprehensive Income (Loss)
Foreign Currency Translation, net of taxes			(10,970,899	)			10,985,688				(21,956,587	)			(200	)%
Comprehensive Loss		$	(14,533,378	)		$	(167,021,801	)		$	152,488,423				(91	)%

Revenues

We 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 year ended June 30, 2026, we recognized $51,992 of service revenue from a single research-services customer. The Company had no revenues from continuing operations in prior periods. We have incurred losses since inception and do not anticipate earning material product revenues until our therapies or products are approved for marketing and sale.

Operating Expenses

Our operating expenses for the years ended June 30, 2026 and 2025 were $8,749,925 and $188,966,002, respectively, representing a decrease of $180,216,077 or 95%. The largest contributors to the decrease in operating expenses for the year ended June 30, 2026, were the decreases in the non-cash goodwill impairment of $170,419,429, general and administrative expenses of $10,080,080, and research and development expenses of $512,910, partially offset by the increase in the non-cash long-lived asset impairment of $831,915 compared to the year ended June 30, 2025.

General and administrative expenses for the years ended June 30, 2026 and 2025, were $7,799,970 and $17,880,050, respectively, representing a decrease of $10,080,080, or 56%. The decrease in general and administrative expenses is primarily related to decreases in consulting expenses of $2,137,055, legal expenses of $2,412,596, stock based compensation expense of $2,682,902, salaries of $1,796,534, advertising expenses of $22,899, board member compensation of $29,069, rent expense of $371,441, partially offset by an increase in investor relations expenses of $94,100 and state tax franchise fees of $126,381.

Research and development expenses for the years ended June 30, 2026, and 2025, were $24,518 and $537,428, respectively, representing a decrease of $512,910 or 95%. The decrease in research and development expenses is primarily related to decreases in consumables of $345,682 and decreases in consulting expenses of $136,936.

Other Income (Expenses)

Net other income (expenses) for the years ended June 30, 2026 and 2025 was $5,135,454 and $10,958,513, respectively, representing a change of $5,823,059 or 53%. The variance is primarily due to a decrease of $11,090,000 in the change in fair value contingent consideration in the current period, loss on extinguishment of debt of 7,415,708 in the current period, which is offset by the gain on bankruptcy of subsidiary in the amount of $12,019,227.

Net Loss

Net loss for the years ended June 30, 2026 and June 30, 2025 was $3,562,479 and $178,007,489, respectively, representing a decrease in net loss of $174,445,010 or 98%. The decrease in net loss was primarily attributable to the absence of the prior-year goodwill impairment of $170,419,429, the $10,080,080 decrease in general and administrative expenses and the $12,019,227 gain on the deconsolidation of GEDi Cube B.V., partially offset by the $7,415,708 loss on extinguishment of debt, the $831,915 impairment of long-lived assets and the $11,090,000 less favorable year-over-year change in the fair value of contingent consideration.

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. Although we recognized $51,992 of service revenue from a single research-services customer during the year ended June 30, 2026, this revenue is not sufficient to support our operations, and we do not anticipate generating revenue sufficient to support operations until our therapies or core diagnostic products are approved for marketing in the United States, Canada and/or Europe. Even if we are successful in having our therapies or products approved for sale in the United States, Canada and/or Europe, we cannot guarantee that a market for the therapies or products will develop. We may never be profitable.

As of June 30, 2026, the Company had $1,713,653 in cash and a working capital deficit of $16,874,093, compared to $92,700 in cash and a working capital deficit of $28,109,502 as of June 30, 2025. The increase in cash of $1,620,953 reflects $8,120,829 of gross financing proceeds ($750,000 from the November 2025 private placement, $5,047,829 from ATM offerings and $2,323,000 of proceeds from notes payable), partially offset by financing outflows of $1,729,371 ($729,370 of repayments under a finance agreement and $1,000,001 of repayments of notes payable), the $5,288,197 of net cash used in operating activities and after giving effect to the $543,462 provided by investing activities and the effect to the $25,770 in exchange rate changes on cash.

The Company will require additional capital during the next twelve months and beyond to fund its operations, including research and development activities, personnel costs, purchases of equipment, and continued investment in the development and validation of its technology.

As of October 13, 2026, the Company has less than one month of available cash resources to fund its operations based on its current operating plan. Accordingly, the Company does not have sufficient cash resources to fund its near-term operations without obtaining additional financing. The Company is actively pursuing additional financing; however, there can be no assurance that such financing will be available on favorable terms, or at all. In the absence of sufficient additional financing, the Company may be required to significantly reduce, temporarily suspend, or permanently cease some or all of its operations, including reductions in personnel. Such actions could materially adversely affect the Company's business, financial condition, and the market price of its securities.

The Company is actively evaluating potential sources of additional capital, including public or private equity financings and debt financing arrangements, and may take additional actions to reduce operating expenditures and preserve liquidity. There can be no assurance that additional financing will be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional financing on a timely basis, it may be required to materially reduce or suspend operations. In addition, an adverse outcome in legal or regulatory proceedings in which the Company is currently involved or may become involved could adversely affect its liquidity and financial position. As discussed under "Going Concern and Management's Plans" and Note 2 to the consolidated financial statements, these conditions raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the consolidated financial statements are issued.

Equity

On July 7, 2025, the Company issued 669,477 shares of Common Stock for settlement of convertible promissory notes valued at $16.1 million principal amount (see Note 9 to the Financial Statements).

On July 28, 2025, the Company issued 688 shares of Common Stock for settlement of accounts payable valued at $17,050 (see Note 9 to the Financial Statements).

On September 5, 2025, the Company issued 9,956 shares of Common Stock for settlement of accounts payable valued at $167,259 (see Note 9 to the Financial Statements)..

On October 17, 2025, the Company issued 2,500 shares of Common Stock for consulting services valued at $24,000 (see Note 9 to the Financial Statements).

On November 4, 2025, the Company issued 2,500 shares of Common Stock for consulting services valued at $16,680 (see Note 9 to the Financial Statements).

On November 28, 2025, the Company entered into a securities purchase agreement to which the Company agreed to sell, and the Investor agreed to purchase, in a private placement, 391,667 shares of its common stock, par value $0.0001 per share, at a purchase price of $8.00 per share, and 130,556 three-year warrants, exercisable after sixty (60) days for aggregate gross proceeds of $3,133,333. As of June 30, 2026, the Company issued 93,750 shares of common stock for $750,000 in aggregate proceeds.

On December 29, 2025, the Company issued 29,688 shares of Common Stock to René Sindlev, a former director and related party, for a settlement dispute valued at $228,000 (see Note 9 to the Financial Statements).

On December 29, 2025, the Company issued 573 shares of Common Stock for debt conversion valued at $154,753 (see Note 9 to the Financial Statements).

On March 24, 2026, the Company issued 488,663 shares of Common Stock for debt conversion valued at $828,770 (see Note 9 to the Financial Statements).

Between March 23, 2026 and June 18, 2026, the Company issued an aggregate of 1,103,385 shares of Common Stock through its At-the-Market ("ATM") offering program at prices ranging from approximately $3.02 to $5.57 per share, on a post-reverse-split basis, for aggregate net proceeds of approximately $5,047,829 (see Note 9 to the Financial Statements).

Debt

Convertible Notes Payable -

The January 2024 Note - On January 12, 2024, the Company entered into Subscription Agreements with an investor to issue a Convertible Promissory Note for an aggregate principal amount of $125,000 (the "January 2024 Note"). The Company received a total of $125,000 in gross proceeds. The January 2024 Note bears an interest rate of 12% per annum and matured on December 29, 2024. 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 January 2024 Note. The January 2024 Note is convertible either at the option of the holder or automatically upon maturity into shares of the Company's Common Stock at the Note Conversion Price of $270.

On September 18, 2025, the Company entered into the First Amendment to Convertible Promissory Note whereby the January 2024 Note that matured on December 29, 2024, was amended extending the Maturity Date in the second paragraph of the Note from December 29, 2024 to December 29, 2025. Accordingly, the Note unless otherwise amended, replaced, or otherwise altered by this First Amendment, any and all terms contained in the Note continue in full force and effect. On December 29, 2025 the Note was fully converted for principal and interest in the amount of $154,753 for 573 shares of Common Stock automatically upon maturity at the Note Conversion Price of $270.

Notes Payable -

Bridge Loans -

From July 21, 2025 to March 17, 2026, the Company issued Promissory Notes in the aggregate principal amount of $803,000. The Notes bear an interest rate of 10% per annum and mature on June 30, 2026, (the "Maturity Date"). The Company is required to pay principal and interest on the Maturity Date. The notes converted to equity as of March 24, 2026. The exchange resulted in a $1,086,116 loss on extinguishment of debt (see Note 7 to the Financial Statements).

On August 18, 2025, the Company issued Promissory Notes in the aggregate principal amount of $1,000,000, incurring $80,000 of placement costs. The Notes bear an interest rate of 18% per annum and mature on the 6-month anniversary of the Issue Date, (the "Maturity Date"). The Company is required to pay principal and interest on the Maturity Date. As of June 30, 2026, the notes balance was settled in full with total principal of $1,000,000 and interest of $108,494.

December 2023 Notes - On December 20, 2023, the Company entered into Subscription Agreements to purchase Convertible Promissory Notes for an aggregate principal amount of $120,000 (the "December 2023 Notes"). The Company received a total of $120,000 from the private placement between December 2023 and January 2024. The December 2023 Notes bear an interest rate of 12% per annum and matured 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. During the year ended June 30, 2026, the holder elected to receive a cash payment of the December 2023 Notes rather than conversion into shares of common stock. The conversion feature expired upon the election of a cash payment and the December 2023 Notes are no longer convertible. The holder subsequently transferred the December 2023 Notes to an unrelated party. As of June 30, 2026, the outstanding principal balance was $120,000 and accrued interest was $36,414 (see Note 7 to the Financial Statements).

From June 4, 2025 to June 14, 2025, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder ("Paseco ApS") and Laksya Ventures Inc. to issue Promissory Notes for the principal amount of $1,725,000 to each note holder. The Company received $3,450,000 in gross proceeds. The notes bear an interest rate of 10% per annum and mature on December 31, 2025. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory notes. The exchange resulted in a $2,262,774 loss on extinguishment of debt. Immediately following the issuance of the convertible notes on July 7, 2025, the investors elected to convert the entire note balance for shares of common stock. The notes balance at June 30, 2026 was zero with Paseco ApS and Laksya Ventures Inc (see Note 7 to the Financial Statements).

From October 21, 2024 to January 24, 2025, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder ("Paseco ApS"), to issue Promissory Notes for the principal amount of $2,650,000. The Company received $2,650,000 in gross proceeds. The notes bear an interest rate of 10% per annum and mature from December 31, 2024 to December 31, 2025. Approximately $700,000 matured on December 31, 2024, $900,000 matured on December 31, 2025 and $1,050,000 matured on January 31, 2025. On February 24, 2025, Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory notes. The exchange resulted in a $1,821,843 loss on extinguishment of debt. Immediately following the issuance of the convertible notes on July 7, 2025, the investors elected to convert the entire note balance for shares of common stock. The note balance at June 30, 2026, was zero with Paseco ApS and Laksya Ventures Inc (see Note 7 to the Financial Statements).

From November 12, 2024 to December 3, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder ("Paseco ApS"), to issue Promissory Notes for the principal amount of €450,000. The note bears an interest rate of 10% per annum and matures on December 1, 2025. On February 24, 2025 Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory notes for new convertible promissory notes. The exchange resulted in a $364,303 loss on extinguishment of debt. Immediately following the issuance of the convertible notes on July 7, 2025, the investors elected to convert the entire note balance for shares of common stock. The note balance at June 30, 2026 was approximately zero with Paseco ApS and Laksya Ventures Inc (see Note 7 to the Financial Statements).

On November 1, 2024, Renovaro Cube entered into an agreement with Yalla Yalla Limited, an investor to issue a Promissory Note for the amount of approximately €225,000. The note bears an interest rate of 10% per annum and matured on February 24, 2025. The note balance at June 30, 2026 was approximately $268,000 (see Note 7 to the Financial Statements).

On September 16, 2024, the Company entered into an agreement with RS Bio ApS, a Danish entity controlled by a shareholder ("RS Bio"), to issue a Promissory Note for the principal amount of $100,000 (the "September 2024 Note"). The Company received $100,000 in gross proceeds. The note bears an interest rate of 12% per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $71,112 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance at June 30, 2026 was zero (see Note 7 to the Financial Statements).

On September 6, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder ("Paseco ApS"), to issue a Promissory Note for the principal amount of €50,000. The note bears an interest rate of 12% per annum and matures on September 9, 2025. On February 24, 2025 Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc. with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $41,319 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance at June 30, 2026 was zero with Paseco ApS and Laksya Ventures Inc. (see Note 7 to the Financial Statements).

On February 5, 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 $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 December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $80,343 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance, net of discount at June 30, 2026 was zero (see Note 7 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 Company received a total of $500,000 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 December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $401,715 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance, net of discount at June 30, 2026 was zero (see Note 7 to the Financial 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 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. The note bears an interest rate of 12% per annum and matured on December 31, 2024. On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $591,198 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The note balance, net of discount at June 30, 2026 was zero. (see Note 7 to the Financial Statements).

Promissory Note - On March 30, 2020 (the "Issuance Date"), the Company issued a Promissory Note in the principal amount of $5,000,000 (the "Promissory Note") to Paseco ApS. There have been eight amendments to the Promissory Note since the issuance date, the most recent of which is dated August 1, 2024. The principal amount of the Promissory Note, as amended, was payable on November 1, 2024 (the "Maturity Date"). The Promissory Note, as amended, bears interest at a fixed rate of 12% per annum. On February 24, 2025 Paseco ApS assigned its ownership rights to Rene Sindlev with all terms remaining unchanged. On July 7, 2025, the Company entered into an Exchange Agreement to exchange the existing promissory note for a new convertible promissory note. The exchange resulted in a $694,985 loss on extinguishment of debt. Immediately following the issuance of the convertible note on July 7, 2025, the investor elected to convert the entire note balance for shares of common stock. The Promissory Note balance at June 30, 2026 was zero.

The Company's obligations under the referenced Promissory and Bridge Notes, except for those originally entered into by Renovaro Cube, are secured by a Security Agreement. To secure the Company's obligations under the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to which the Company granted a lien on all assets of the Company (the "Collateral") for the benefit of Paseco ApS, Rene Sindlev and Laksya Ventures. Upon an Event of Default (as defined in the notes, respectively) Paseco ApS, Rene Sindlev and Laksya Ventures may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease, or dispose of the Collateral. As of June 30, 2026, Rene Sindlev remains the only Holder with lien rights. (see Note 7 to the Financial Statements).

Related Party Notes -

From February 3, 2025, to March 9, 2026, the Company issued Promissory Notes to Rene Sindlev, a stockholder of the Company, and to an entity controlled by Mr. Sindlev, in the aggregate principal amount of $600,000. The Related Party Notes bear an interest rate of 10% per annum and mature on June 30, 2026, (the "Maturity Date"). The Related Party Notes are presented as "Notes Payable - related parties, net on the consolidated balance sheets. The Company is required to pay principal and interest on the Maturity Date. The notes balance at June 30, 2026 is $600,000. These notes were converted on July 21, 2026 (see Note 14 to the Financial Statements).

Cash Flows

Year ended June 30, 2026 compared to the year ended June 30, 2025

Following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:

		For the Years Ended
		June 30,
		2026				2025
Net Cash Used in Operating Activities		$	(5,288,197	)		$	(7,874,647	)
Net Cash Provided (Used) in Investing Activities			543,462				(500,000	)
Net Cash Provided by Financing Activities			6,391,458				8,382,772
Effect of exchange rates on cash			(25,770	)			(135,892	)
Net Increase (Decrease) in Cash		$	1,620,953			$	(127,767	)

At June 30, 2026, we had cash and cash equivalents of $1,713,653, an increase of $1,620,953, when compared to the June 30, 2025 balance of $92,700. This increase was primarily due to cash provided from financing activities, partially offset by cash used in operating activities.

To the extent additional capital becomes available, we expect to allocate funds to research and development, including the continued development and validation of our AI -driven precision medicine platform, therapeutic programs and biodefense initiatives. These activities will require an increase in selling, general and administrative costs, and research and development costs to support the expected growth. As additional funds are required, we may raise such funds from time to time through public or private sales of our equity or debt securities.

Cash used in operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting our net loss for non-cash items and changes in operating assets and liabilities. Net cash used in operating activities for the years ended June 30, 2026 and 2025 was $5,288,197 and $7,874,647, respectively, representing a decrease of $2,586,450. The decrease in operating cash usage principally reflects the Company's lower cash operating cost structure following the restructuring, including reduced payroll and professional-services payments and the elimination of GEDi Cube B.V.'s operating cash requirements after its deconsolidation, together with the timing of payments of liabilities.

Net cash provided (used) in investing activities for the years ended June 30, 2026 and 2025 was $543,462 and ($500,000), respectively, representing an increase of $1,043,462. The increase was primarily attributable to $544,700 of proceeds from the sale of equity securities during the year-end June 30, 2026.

Net cash provided by financing activities for the years ended June 30, 2026 and 2025 was $6,391,458 and $8,382,772, respectively, representing a decrease of $1,991,314. The net cash provided by financing activities in the current year consists primarily of 750,000 of proceeds from the November 2025 private placement, $5,047,829 of proceeds from ATM offerings, $2,323,000 from the issuance of notes, and partially offset by repayments of $729,370 under a finance agreement and repayments of notes payable of $1,000,001 (aggregate repayments of $1,729,371). The prior year net cash from financing activities primarily consisted of $2,376,181 of proceeds from private placements, $6,977,822 from the issuance of notes, and partially offset by repayments of $971,231 under a finance agreement.

Off-Balance Sheet Arrangements

As of June 30, 2026, and 2025, we had no off-balance sheet arrangements. We are not aware of any material transactions which are not disclosed in our consolidated financial statements.

Significant Accounting Policies and Critical Accounting Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. On an ongoing basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. Our most critical accounting estimates are detailed below, and our significant accounting policies are more fully described in Note 1 of the accompanying consolidated financial statements.

The estimates described below involve the greatest degree of estimation uncertainty and have had, or are reasonably likely to have, a material effect on our financial condition or results of operations. The discussion below supplements, and should be read together with, the accounting policies described in Note 1 to the Financial Statements.

Neurobridge intellectual property - valuation and classification. The $1,840,000 acquisition cost of the intellectual property acquired in the Neurobridge transaction was measured based on the estimated acquisition-date fair value of the Series B Convertible Preferred Stock issued as consideration. The valuation of the Series B Convertible Preferred Stock required significant judgment regarding the valuation methodology and inputs, including the value of the underlying Common Stock, the probability and timing of stockholder approval of conversion, and discounts associated with marketability and transfer restrictions. The acquisition cost was allocated among the acquired intellectual property assets based on their relative fair values. The acquired intellectual property assets were classified as finite-lived intangible assets. Certain acquired intellectual property assets were available for their intended use as of the acquisition date and are being amortized on a straight-line basis over estimated useful lives ranging from 10 to 15 years. The remaining acquired intellectual property assets were not yet available for their intended use as of June 30, 2026 and, accordingly, amortization had not commenced. The Company will reassess the useful lives and available-for-use conclusions as additional legal, regulatory, technological and commercial information becomes available (see Notes 5 and 12).

Contingent consideration. The contingent consideration liability arising from the GEDi Cube acquisition is a recurring Level 3 fair value measurement based on the probability-weighted number of contingent shares expected to be issued and the value of the Common Stock. The measurement changed materially during the periods presented (an $11,090,000 less favorable year-over-year change), and the recorded amount is directly sensitive to the Company's stock price and to management's assessment of the probability of the milestone conditions; changes in either input could materially affect future earnings.

Litigation accruals and insurance recoveries. Accruals for loss contingencies and any related insurance receivables require judgments about the probability and estimability of losses and the recoverability of insurance proceeds under ASC 450.

Intangible Assets - The Company has both definite and indefinite life intangible assets.

Definite life intangible assets relate to patents, IP, software, and trademark. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350, Goodwill and Other Intangible Assets. Intangible assets are recorded at cost. Patent costs capitalized consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Definite life intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application.

Indefinite life intangible assets include license agreements and goodwill acquired in a business combination. The Company accounts for indefinite life intangible assets in accordance with ASC 350. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment.

Goodwill - Goodwill is not amortized but is evaluated for impairment annually as of June 30 or whenever events or changes in circumstances indicate the carrying value may not be recoverable.

Impairment of Goodwill and Indefinite Lived Intangible Assets - We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the carrying value of the reporting unit exceeds its fair value, we record an impairment loss for such excess. The annual fair value analysis performed on goodwill supported that goodwill was impaired as of June 30, 2025. The Company recorded an impairment loss of $170,419,729 for the period ended June 30, 2025. For the period ended June 30, 2026, the Company performed its annual impairment assessment and determined that no impairment of goodwill existed (see Note 5 to the financial statements).

For indefinite-lived intangible assets, such as licenses acquired as an In-Process Research and Development ("IPR&D") asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. For both the year ended June 30, 2026 and June 30, 2025, the carrying value of IPR&D was zero, respectively. For both the years ended June 30, 2026 and June 30, 2025, the Company recorded impairment losses of zero, respectively (see Note 5 to the financial statements).

The carrying values of IPR&D and goodwill at June 30, 2026 and 2025, were zero and $5,963,000, respectively.

Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, "Fair Value Measurements". The authoritative guidance, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As of June 30, 2026, the Company's recurring fair value measurements consisted solely of the contingent consideration liability, which is measured using Level 3 inputs (see Note 3); the Company held no Level 1 or Level 2 assets or liabilities measured at fair value on a recurring basis as of that date.

Level 1 assets held as of June 30, 2025, consisted of 467,290 shares of common stock, which had been acquired on February 28, 2025 for $500,000, or $1.07 per share. The investment was remeasured to fair value at the end of each reporting period. During the year ended June 30, 2026, the Company sold all 467,290 shares. Accordingly, the Company held no Level 1 assets as of June 30, 2026.

Level 3 liabilities held as of June 30, 2026, consisted of a contingent consideration liability related to the February 13, 2024, acquisition of Renovaro Cube (see Note 3).

Stock-Based Compensation - The Company has granted stock options, restricted share units ("RSUs") and warrants to certain employees, officers, directors, and consultants. The Company accounts for options in accordance with the provisions of FASB ASC Topic 718, Compensation - Stock Compensation. Stock based compensation costs for the vesting of options and RSUs granted to certain employees, officers, directors, and consultants for the years ended June 30, 2026 and 2025 were $630,389 and $3,313,291, respectively (see Note 9 to the Financial Statements).

The Company recognizes compensation costs for stock option awards to employees, officers and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair value of the stock options granted using the Black-Scholes option-pricing model are the expected term of the award, the underlying stock price volatility, the risk-free interest rate, and the expected dividend yield. The Company accounts for forfeitures as they occur.

The Company records stock-based compensation for services received from non-employees in accordance with ASC 718, Compensation-Stock Compensation Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to consultants and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the consultants' required service period, which is generally the vesting period (see Note 9 to the Financial Statements).

The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the "simplified method" to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award's vesting term plus the original contractual term divided by two.

Recently Enacted Accounting Standards

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see "Note 1: Recent Accounting Pronouncements" in the financial statements included elsewhere in this Annual Report.