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FAIR VALUE MEASUREMENTS

12 Months Ended

Jun. 30, 2025

NOTE 3 — FAIR VALUE MEASUREMENTS

The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The 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 a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

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Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

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Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

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Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

There were no Level 2 and 3 assets, or any Level 1 or 2 liabilities as of June 30, 2025.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, lease obligations and notes payable approximate their recorded values due to their short-term maturities.

Level 1 assets held as of June 30, 2025, consisted of an investment in equity securities related to an extension agreement entered on February 28, 2024. The Company purchased 467,290 shares of common stock at a purchase price of $1.07 per share. The investment in equity securities was recorded at a fair value of $500,000 at the time of purchase and is subsequently remeasured to fair value at the end of each reporting period. As of June 30, 2025, the Company held 467,290 shares of common stock in connection with the investment in equity securities.

Level 3 liabilities held as of June 30, 2025, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro Cube, (the “Acquisition”). As consideration for the Acquisition, the stockholders of Renovaro Cube received (i) 70,834,183 shares of Common Stock, and (ii) the right to receive up to 11,899,545 contingent shares pro rata upon the exercise of convertible notes, options, and warrants, which were outstanding at closing. The contingent consideration liability was recorded at fair value of $20,557,500 at the time of the Acquisition and is subsequently remeasured to fair value at the end of each reporting period. As of June 30, 2025, there were 2,775,650 contingent shares issuable in connection with the Acquisition.

The Company’s assets and liabilities measured at fair value on recurring bases as of June 30, 2025 were as follows:


	Fair Value Measurements at Reporting Date Using
	Level 1		Level 2		Level 3

Assets:

Investment in equity securities		387,851		—		—
Total assets at fair value	$	387,851		—	$	—
Liabilities:
		—
Contingent consideration		—		—		630,000
Total liabilities at fair value	$	—		—	$	630,000

The fair value of the contingent consideration liability is estimated using a Black-Scholes option-pricing model and a Monte-Carlo option pricing model. The key inputs to the model are all contractual or observable with the exception being volatility, which is computed based on the volatility of the Company’s underlying stock. The key inputs to valuing the contingent consideration liability as of June 30, 2025, were:


Stock Price	$	0.29
Exercise Price		$0.53 - $1.92
Volatility		116% - 141%
Risk Free Rate		3.61% - 4.02%
Expected Dividends		0	%
Discount Rate (Monte-Carlo model only)		0	%
Expected Term (years)		2.70 – 8.38

At initial recognition of the contingent consideration, the inputs were:

Stock Price	$	1.92
Exercise Price		$0.46 - $4.50
Volatility		107% - 133%
Risk Free Rate		4.22% - 5.14%
Expected Dividends		0	%
Discount Rate (Monte-Carlo model only)		12	%
Expected Term (years)		0.56 – 9.88

The following table sets forth the Level 3 liability at June 30, 2025, which is recorded on the consolidated balance sheet at fair value on a recurring basis. As required, this liability is classified based on the lowest level of input that is significant to the fair value measurement.

The roll forward of contingent consideration liability is as follows:


	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets Inputs		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)

The roll forward of the contingent consideration liability is as follows:
Balance June 30, 2024		—		—	$	12,310,000
Fair value adjustment		—		—		(11,680,000	)
Contingent Consideration Liability at June 30, 2025		—		—	$	630,000