XML 33 R19.htm IDEA: XBRL DOCUMENT
v3.25.3

ACQUISITIONS | 3 Months Ended
--- | ---
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS | NOTE 10 — 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 1.5 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 fair value of the consideration |  |  |  |
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:
Schedule of fair values of the assets acquired and liabilities |  |  |  |
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 three-month period ended September 30, 2024. These amounts have been estimated after applying the Company’s accounting policies:
Schedule of statement of operations |  |  |  |
Revenues |  | $ | 318,918 |
Net loss |  | $ | (44,499,586 | )
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.

X
- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480123/805-50-15-3 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-50/tableOfContent + Details
Name: | us-gaap_AssetAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration