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ACQUISITIONS

12 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

NOTE 13 — ACQUISITIONS

BioSymetrics Inc. Acquisition:

On February 26, 2025, Lunai Bioworks Inc., a Delaware corporation (“Lunai”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Renovaro Acquisition Sub, a Delaware corporation and wholly owned subsidiary of Lunai (“Merger Sub”), and Biosymetrics, Inc., a Delaware corporation (“Biosymetrics”), pursuant to which Lunai agreed to acquire Biosymetrics pursuant to the merger of Merger Sub with and into Biosymetrics, with Biosymetrics as the surviving corporation and a wholly owned subsidiary of Lunai (the “Transaction”). On April 8, 2025, Lunai consummated the Transaction and issued 15.0 million shares of Lunai’s common stock, par value $0.0001 per share (the “Shares”), to the former stockholders of Biosymetrics in accordance with the terms of the Merger Agreement.

The offer and sale of the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration requirements thereunder provided by Section 4(a)(2) thereof. Lunai relied in part upon representations contained in the Merger Agreement that all those receiving Shares in connection with the Transaction are “accredited investors” as defined in Rule 501(a) under the Securities Act.

The transaction was accounted for in accordance with ASC 805-10 - Business Combinations. The assets acquired and liabilities assumed are initially recognized in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The fair values as of the acquisition date are based on information that existed as of the acquisition date.

The acquisition-date fair value of the consideration transferred totaled approximately $6 million, which consisted of the following:

Schedule of acquisition date fair value
Common stock		$	6,058,500
Total consideration transferred		$	6,058,500

The fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common stock as of the Acquisition Date.

The following table details the fair values of the assets acquired and liabilities assumed at the acquisition date:


Cash		$	(3,822	)
Prepaid & Other Assets			17,405
Fixed Assets			13,365
Total Assets Acquired:			26,948

Accounts Payable			975
Accrued Expenses			7,594
Other Current Liabilities			73,879
Total Liabilities Assumed			82,448
Net Assets Acquired			(55,500	)
Software			143,000
Trade Name			8,000
Goodwill			5,963,000
Total Consideration		$	6,058,500

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of BioSymetrics. None of the goodwill is expected to be deductible for income tax purposes.

The fair values of the acquired tangible and intangible assets were determined using variations of the income approach. The income approach valuation methodology used for the intangible assets acquired makes use of Level 3 inputs.

Consolidated unaudited pro forma information:

The following consolidated pro forma information assumes that the acquisition of BioSymetrics Inc. took place on July 1, 2024 for the statement of operations for the twelve-month period ended June 30, 2025. These amounts have been estimated after applying the Company’s accounting policies:


Revenues		$	663,660
Net loss		$	(179,698,700	)

The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

GEDi Cube Intl Ltd. Acquisition:

On September 28, 2023, the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“GEDi Cube”) to acquire 100% of the equity interests of GEDi Cube from its equity holders (the “Sellers”). On September 28, 2023, the Board of Directors of the Company, and the board of managers of GEDi Cube unanimously approved the Purchase Agreement and on January 25, 2024, the shareholders of the Company approved the issuance of the shares of Common Stock pursuant to the Purchase Agreement. On February 13, 2024 (the “Closing Date”), the Company consummated the acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively, the “Transaction”). As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company. The Company believes the acquisition will provide it with access to the nascent field of artificial intelligence and machine learning driven diagnostics, which was the primary purpose for the acquisition.

Pursuant to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of GEDi Cube owned by the Sellers as of the Closing Date (each, a “GEDi Cube Share” and, collectively, the “GEDi Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the Closing Date (minus (a) 1 million shares of Common Stock previously issued to a consultant assisting with the Transaction and (b) 1 million shares of Common Stock previously issued to Avram Miller, a director of the Company, pursuant to his Advisory Agreement, dated October 11, 2023, by and between Mr. Miller and the Company) (the “Closing Consideration”) plus 5,610,100 shares of Common Stock representing the Seller’s Earnout Shares (defined below) resulting from the automatic conversion of the Company’s Series A Convertible Preferred and, (ii) following the Closing Date, such Seller’s pro rata percentage of the shares of Common Stock (the “Earnout Shares” and, together with the Closing Consideration, the “Exchange Consideration”) to be issued to the Sellers upon the exercise or conversion of any of the Company’s derivative securities (subject to certain exceptions) that are outstanding at the Closing Date (the “Closing Derivative Securities”). Each Seller’s pro rata percentage of the Exchange Consideration is equal to the ratio of the aggregate number of GEDi Cube Shares owned by such Seller divided by the aggregate number of GEDi Cube Shares issued and outstanding, in each case, as of the Closing Date.

The transaction was accounted for in accordance with the provisions of ASC 805-10 - Business Combinations. As a result of the issuance of the Closing Consideration on the Closing Date and based on the number of shares of Common Stock outstanding as of the Closing Date, the Sellers held approximately 49% of the issued and outstanding shares of Common Stock immediately following the closing of the Transaction and the conversion of the Series A Convertible Preferred Stock.

The assets acquired and liabilities assumed were initially recognized provisionally in the accompanying consolidated balance sheets at their estimated fair values as of the acquisition date. The fair values as of the acquisition date are based on information that existed as of the acquisition date. The Company completed its accounting for this acquisition during the period ended June 30, 2024. As a result of the completion of the Company’s analysis, the amount of in-process research and development was determined to have a value of nil. Accordingly, the amount of goodwill recognized was increased to include the previously recognized amount of in-process research and development. There was no impact to the Company’s consolidated statement of operations as a result of this change to the allocation.

The acquisition-date fair value of the consideration transferred totaled approximately $156.6 million, which consisted of the following:

Schedule of acquisition date fair value
Common stock		$	136,001,631
Contingent consideration			20,557,500
Total consideration transferred		$	156,559,131

The fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common stock as of the Acquisition Date. The fair value of the contingent consideration was based on the Sellers’ right to receive additional shares of common, pro rata, upon the exercise or conversion of warrants, options and convertible notes payables outstanding as of the Closing Date.

The following table details the fair values of the assets acquired and liabilities assumed at the acquisition date:


Cash		$	65,851
Prepaid & Other Assets			151,544
Fixed Assets			16,243
Operating lease ROU			624,366
Total Assets Acquired:			858,004

Accounts Payable			583,577
Accrued Expenses			722,508
Operating Lease liability			624,367
Notes Payable			1,832,460
Total Liabilities Assumed			3,762,913
Net Assets Acquired			(2,904,909	)

Goodwill			159,464,040
Total Consideration		$	156,559,131

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of GEDi. None of the goodwill is expected to be deductible for income tax purposes.

The fair values of the acquired tangible and intangible assets were determined using variations of the income approach. The income approach valuation methodology used for the intangible assets acquired makes use of Level 3 inputs.

The Company recognized approximately $1.2 million of acquisition related costs that were expensed during the period ended June 30, 2024. These costs are included in “selling, general and administrative expenses” in the accompanying condensed consolidated statements of operations.

Consolidated unaudited pro forma information:

The following consolidated pro forma information assumes that the acquisition of GEDi took place on July 1, 2023 for the statement of operations for the twelve-month period ended June 30, 2024. These amounts have been estimated after applying the Company’s accounting policies:


Revenues		$	—
Net loss		$	(83,571,822	)

The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.