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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:


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 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.