NOTE 9 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company has 10,000,000 authorized shares of Preferred Stock, par value $0.0001 per share, 1,000,000 of which have been designated as Series A Convertible Preferred Stock and 8 of which have been designated as Series B Convertible Preferred Stock. At June 30, 2025, there were zero shares of both Series A and Series B Convertible Preferred Stock issued and outstanding. At June 30, 2026 there were zero shares of Series A Convertible Preferred Stock and 8 Series B Convertible Preferred Stock issued and outstanding.

Voting — Holders of Series A Preferred Stock are entitled to vote together with holders of Common Stock on all matters submitted to a vote of the holders of Common Stock, on an as-’converted basis determined under the conversion ratio described above, as so adjusted.

Holders of Series B Preferred Stock shall not have voting rights and shall not be entitled to vote on any matter submitted to a vote of the stockholders of the Corporation, except as expressly set forth under the limited class-protection rights within the Certificate of Designation.

Dividends — The Company shall pay dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.

Holders of Series B Preferred Stock are not entitled to participate in any dividends declared and paid on the Common Stock on an as-converted basis, subject to the terms and conditions set forth in the Certificate of Designation (as filed with the Delaware Secretary of State on May 1, 2026 and incorporated by reference as an exhibit to this Annual Report).

Liquidation Rights — In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount in cash equal to the aggregate liquidation value of all shares held by such holder. The Series A Preferred Stock is not participating preferred.

In the event of any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series B Preferred Stock shall be entitled to receive, out of the assets of the Corporation legally available for distribution to its stockholders, before any distribution or payment shall be made to the holders of Common Stock or any other class or series of capital stock ranking junior to the Series B Preferred Stock, an amount per share equal to the Stated Value (the “Liquidation Preference”). After payment in full of the Liquidation Preference, the holders of Series B Preferred Stock shall not be entitled to any further participation in the distribution of the Corporation’s assets in respect of the Series B Preferred Stock.

Ranking — With respect to dividend rights and rights upon liquidation, dissolution or winding up, the Series B Preferred Stock ranks (i) senior to the Common Stock and to each other class or series of capital stock of the Company that is not expressly made senior to or on parity with the Series B Preferred Stock, including the Series A Convertible Preferred Stock, of which no shares are outstanding, and (ii) junior to all existing and future indebtedness of the Company. The aggregate liquidation preference of the Series B Preferred Stock at June 30, 2026 was $20,000,000, compared with a carrying amount of $1,840,000, which represents the acquisition-date fair value of the shares issued as consideration in the Neurobridge acquisition (see Notes 5 and 12).

Conversion Rights —

Series A Preferred Stock –

Each share of Series A Preferred Stock is convertible, at the holder’s election, into shares of Common Stock at the conversion ratio provided in the “Series A certificate” of designation, as adjusted for subsequent stock splits and other adjustment events. No shares of Series A Preferred Stock were outstanding during the periods presented.

Series B Preferred Stock –

(a) Conversion Gate. No share of Series B Preferred Stock shall be convertible into Common Stock prior to the Corporation’s receipt of (i) the affirmative vote of holders of a majority of the votes cast on the Stockholder Approval Proposal at a meeting of the Corporation’s stockholders, or (ii) a written consent in lieu of a meeting of the requisite holders of the Corporation’s voting securities approving the Stockholder Approval Proposal, in each case to the extent permitted by applicable law and Nasdaq Listing Rule 5635 (such approval, the “Stockholder Approval”). Any purported conversion of any Series B Preferred Stock into Common Stock prior to receipt of the Stockholder Approval shall be null and void ab initio, and shall not give rise to any right, claim, interest or remedy of any holder, including any right to receive Common Stock, dividends, distributions, voting rights or any other consideration. The Corporation’s solicitation obligations with respect to the Stockholder Approval Proposal are set forth in Section 5.11 of the Merger Agreement, including the limited Nasdaq savings clause therein. Failure of the Corporation to seek or obtain the Stockholder Approval by any date or at all shall not result in any increase in the Stated Value, the Conversion Ratio or any dividend, any decrease in the Conversion Price, any redemption right, rescission right, penalty, fee, liquidated damages or other monetary or economic consequence favorable to any holder of Series B Preferred Stock.

(b) Conversion Price; Aggregate Conversion Math. From and after receipt of the Stockholder Approval, the holder of any share of Series B Preferred Stock (or any fractional interest in a share of Series B Preferred Stock) shall be entitled, at such holder’s option and subject to subsections (c) through (i) below and to Section 10 (Stop-Transfer; Forfeiture and Cancellation), to convert all or any whole-share or fractional portion of such holder’s Series B Preferred Stock into a number of shares of Common Stock equal to (i) the aggregate Stated Value (or pro rata portion thereof, in the case of any fractional interest) of all shares (and fractional interests) of Series B Preferred Stock specified in the applicable Conversion Notice (the “Subject Shares”), divided by (ii) $1.50 (the “Conversion Price”), rounded down to the nearest whole share. The number of shares of Common Stock issuable upon any single conversion shall be calculated based on the aggregate Stated Value of all Subject Shares included in such Conversion Notice (and not separately for each Subject Share or fractional interest), and rounding shall be applied once per Conversion Notice. Based on the aggregate Stated Value of the eight (8) shares of Series B Preferred Stock authorized by this Certificate of Designation and the Conversion Price, the maximum aggregate number of shares of Common Stock issuable upon full conversion of all such Series B Preferred Stock is 13,333,333 shares of Common Stock. After giving effect to the proportionate adjustment required by the Series B Certificate of Designation for the May 2026 Reverse Stock Split, the Conversion Price is $12.00 and the maximum aggregate number of shares of Common Stock issuable upon full conversion is 1,666,666 shares ($20,000,000 divided by $12.00, rounded down to the nearest whole share in accordance with the Conversion Notice mechanics described above).

(c) No Price-Based Anti-Dilution. The Conversion Price shall not be adjusted in connection with any issuance, sale or other disposition of capital stock or other securities by the Corporation, whether at, above or below the Conversion Price, the prevailing market price, or any other valuation. No “anti-dilution,” “ratchet,” “price protection,” “weighted-average” or other similar adjustment shall apply to the Conversion Price.

(d) Structural Adjustments. The Conversion Price shall be adjusted as follows for the events described below: (i) Subdivisions. If the Corporation, at any time, subdivides (by any stock split, stock dividend, recapitalization, reclassification or otherwise) one or more classes of its outstanding Common Stock into a greater number of shares, the Conversion Price in effect immediately before such subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be increased in proportion to such increase in outstanding shares of Common Stock. (ii) Combinations. If the Corporation, at any time, combines (by reverse stock split, combination, consolidation or otherwise) one or more classes of its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately before such combination shall be proportionately increased so that the number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common Stock. (iii) Reorganizations; Mergers; Sales. If the Common Stock is converted into, exchanged for, or otherwise becomes the right to receive other securities, cash or property (or any combination thereof) in any merger, consolidation, share exchange, statutory conversion, reorganization, recapitalization, reclassification or sale of substantially all the assets of the Corporation, then each share of Series B Preferred Stock shall thereafter be convertible (following receipt of Stockholder Approval to the extent the Conversion Gate then remains applicable) into the kind and amount of securities, cash or property to which a holder of the number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock immediately before such transaction would have been entitled in such transaction, subject to further adjustment in accordance with this Section 7. The provisions of this Section 7(d) shall apply to successive subdivisions, combinations, reorganizations, mergers, sales and similar events. All adjustments made under this Section 7(d) shall be calculated to the nearest one-thousandth of one cent ($0.00001).

(e) Beneficial Ownership Limitation; Conversion Blocker. Notwithstanding any other provision of this Certificate of Designation or the Merger Agreement, no share of Series B Preferred Stock (or any fractional interest therein) shall be convertible into Common Stock if, after giving effect to such conversion, the holder thereof, together with such holder’s Affiliates and any “group” within the meaning of Section 13(d)(3) of the Exchange Act including such holder, would beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) more than 4.99% of the then-outstanding Common Stock (the “Beneficial Ownership Limitation,” which shall operate as a conversion blocker for purposes of this Certificate of Designation and Section 3.13(c) of the Merger Agreement, and any purported conversion in contravention of this Section 7(e) shall be null and void ab initio); provided, that (i) any holder may elect to increase the Beneficial Ownership Limitation applicable to it from 4.99% to 9.99% upon sixty-one (61) days’ prior written notice to the Corporation, and (ii) any further increase above 9.99% shall require the Corporation’s prior written consent, which the Corporation may grant, condition or withhold in its sole discretion based on its determination of compliance with Nasdaq Listing Rule 5635 (including Nasdaq Listing Rule 5635(b) and the change-of-control analysis thereunder), and shall be subject to such separate stockholder approval (if any) as the Corporation determines is required by applicable law or the rules of any national securities exchange on which the Common Stock is then listed. The Corporation, its transfer agent and its registrar shall give effect to this Section 7(e) by refusing to register any conversion of Series B Preferred Stock that would result in beneficial ownership in excess of the then-applicable Beneficial Ownership Limitation. The Beneficial Ownership Limitation in this Section 7(e) is in addition to, and not in lieu of, the Conversion Gate set forth in Section 7(a) and any stop-transfer or conversion-suspension restriction under Section 10.

(f) Mechanics of Conversion. To convert any shares of Series B Preferred Stock into Common Stock, a holder shall deliver to the Corporation a written notice of conversion (a “Conversion Notice”) setting forth the number of shares of Series B Preferred Stock to be converted and the holder’s representation and warranty that the conversion (i) is not prior to receipt of the Stockholder Approval, (ii) does not violate the Beneficial Ownership Limitation, and (iii) is not subject to any stop-transfer order or conversion suspension under Section 10 below or under the Merger Agreement. Subject to the foregoing, the Corporation shall, within three (3) Trading Days after receipt of a valid Conversion Notice, cause its transfer agent to credit the converting holder’s account with the number of shares of Common Stock to which such holder is entitled, in restricted book-entry form in accordance with Section 10(f) below.

(g) Rounding; No Fractional Shares. The number of shares of Common Stock issuable upon any conversion shall be rounded down to the nearest whole share, and no fractional shares of Common Stock shall be issued upon conversion of Series B Preferred Stock; no cash or other consideration shall be paid in lieu of any fractional share otherwise issuable. Rounding shall be applied once per Conversion Notice (computed on the aggregate Stated Value of all Subject Shares) and not separately on a share-by-share basis.

(h) Not a Future Priced Security. The Series B Preferred Stock is not a “Future Priced Security” within the meaning of Nasdaq Listing Rule IM-5635-4. No term of this Certificate of Designation provides for a variable, contingent, reset or otherwise adjustable Conversion Price, an increased dividend, accrual of any penalty, redemption right, or any other consequence favorable to the holders of Series B Preferred Stock triggered by, or contingent upon, the failure to obtain the Stockholder Approval by any particular date or at all.

(i) Reservation of Common Stock. From and after receipt of the Stockholder Approval, the Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series B Preferred Stock, that number of shares of Common Stock as is sufficient to permit the full conversion of all then-outstanding shares (and fractional interests) of Series B Preferred Stock at the Conversion Price then in effect, as adjusted under Section 7(d). The Corporation shall take all such corporate action as may be necessary to ensure that all shares of Common Stock issuable upon conversion of the Series B Preferred Stock will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights and liens (other than transfer restrictions arising under applicable securities laws, the Merger Agreement and this Certificate of Designation).

Common Stock — The Company has 350,000,000 authorized shares of Common Stock, par value $0.0001 per share. At June 30, 2026 and 2025, there were 4,615,503 and 2,217,411 shares issued and outstanding, respectively.

Voting — Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends — Holders of Common Stock are entitled to receive ratably such dividends as the Company’s Board of Directors from time to time may declare out of funds legally available.

Liquidation Rights — In the event of any liquidation, dissolution or winding-up of the affairs of the Company, after payment of all debts and liabilities, the holders of Common Stock will be entitled to share ratably in the distribution of any remaining assets.

Purchase Agreement with Lincoln Park Capital

On June 20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park, pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $20,000,000 of shares of Common Stock over the 36-month term of the 2023 Purchase Agreement. Concurrently with entering into the 2023 Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2023 Purchase Agreement. As of June 30, 2026, the 2023 Purchase Agreement has reached maturity and is no longer in effect.

In consideration for entering into the 2023 Purchase Agreement, the Company issued 8,700 shares of Common Stock (as adjusted for the subsequent reverse stock splits; 696,021 shares on an unadjusted basis) to Lincoln Park as a commitment fee on June 20, 2023.

During the years ended June 30, 2026 and June 30, 2025 no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Common Stock Issuances

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).

On March 24, 2026, Lunai Bioworks, Inc. (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 are issuable at an implied exchange price of $1.68 per share. Each Warrant will be immediately exercisable for one share of common stock at an exercise price of $1.68 per share and will expire on March 24, 2036.  

At the closing, the Company cancelled the applicable Investor Notes and released the related security interests under that certain Amended and Restated Security Agreement dated January 2, 2024, as amended.  

On July 7, 2025, Lunai Bioworks Inc. (“Lunai”) entered into an Exchange Agreement (the “Exchange Agreement”) with certain accredited investors (the “Investors”), all of whom are existing shareholders of the Company. Pursuant to the Exchange Agreement, the Investors agreed to exchange an aggregate of $9.7 million in outstanding secured promissory notes (the “Secured Notes”) for $16.1 million in new convertible promissory notes (the “Convertible Notes”), representing a 65% premium to the principal and interest amount of the Secured Notes. The Convertible Notes mature on July 31, 2025, and do not bear any interest. The exchange was completed to restructure the Company’s debt obligations and provide additional flexibility to support strategic initiatives.

Immediately following the issuance of the Convertible Notes on July 7, 2025, the Investors elected to convert the entire $16.1 million principal amount into an aggregate of 669,477 shares of common stock (the “Conversion Shares”), based on a conversion price of $24.00 per share (after giving retroactive effect to the September 2025 1-for-10 and May 2026 1-for-8 reverse stock splits described below). The conversion price represented a premium to the closing price of the Company’s common stock on July 7, 2025, the date of execution and conversion.

On July 28, 2025, the Company issued 688 shares of Common Stock for settlement of accounts payable valued at $17,050.

On September 5, 2025, the Company issued 9,956 shares of Common Stock for settlement of accounts payable valued at $167,259.

On September 18, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 12:01 a.m. (New York time) on September 29, 2025 (the “Reverse Stock Split”). All shares and the respective per-share amounts have been retroactively restated to reflect the reverse split. The Common Stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on September 30, 2025. No fractional shares were issued in connection with the Reverse Stock Split; fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.

On May 20, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock split of the shares of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, effective as of 12:01 a.m. (New York time) on May 22, 2026 (the “May 2026 Reverse Stock Split”). The Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market on May 22, 2026. No fractional shares were issued in connection with the May 2026 Reverse Stock Split; fractional shares resulting from the May 2026 Reverse Stock Split were rounded up to the nearest whole share.

All shares and the respective per-share amounts in this Annual Report have been retroactively restated to reflect both the 1-for-10 reverse stock split effective September 29, 2025 and the 1-for-8 reverse stock split effective May 22, 2026 described above.

On October 17, 2025, the Company issued 2,500 shares of Common Stock for consulting services valued at $24,000.

On October 30, 2025, the Company cancelled 3,125 shares of Common Stock upon termination, previously issued to the former Chief Executive Officer of Renovaro Cube valued at $177,500.

On November 4, 2025, the Company issued 2,500 shares of Common Stock for consulting services valued at $16,680.

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.

On December 29, 2025 a convertible note outstanding 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 $270.40.

Acquisition of Renovaro Biopharma / Contingently issuable shares

On February 16, 2018, the acquisition of Renovaro Biosciences was completed. As part of the acquisition, the stockholders of Renovaro Biosciences received (i) 226,025 shares of Common Stock, and (ii) the right to receive Contingent Shares of Common Stock pro rata upon the exercise or conversion of warrants, which were outstanding at closing. As of June 30, 2026, no further Contingent Shares are issuable.

Acquisition of Renovaro Denmark

At June 30, 2026 and 2025, the Company maintained a reserve of 214 Escrow Shares, all of which are reflected as issued and outstanding in the accompanying financial statements. The Escrow Shares are reserved to acquire the shares of Renovaro Denmark held by non-consenting shareholders of Renovaro Denmark on both June 30, 2026 and 2025, in accordance with Section 70 of the Danish Companies Act and the Articles of Association of Renovaro Denmark. There have been 2,095 shares of Common Stock issued to non-consenting shareholders of Renovaro Denmark as of June 30, 2026. During the years ended June 30, 2026 and 2025, the Company did not issue any shares of Common Stock to such non-consenting shareholders of Renovaro Denmark.

Stock-based Compensation

The Company recognizes compensation costs for stock option awards to employees 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. In the year ended June 30, 2026, the weighted-average assumptions used to estimate the grant date fair values of the stock options granted using the Black-Scholes option-pricing model are as follows:

The Company recognized stock-based compensation expense related to all equity instruments of $630,389 and $3,313,291 for the years ended June 30, 2026 and 2025, respectively. At June 30, 2026, the Company had approximately $291,535 of unrecognized compensation cost related to non-vested options.

Plan Options

On February 6, 2014, the Company’s Board of Directors adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 15,075 shares of Common Stock for issuance in accordance with the terms of the 2014 Plan.

On October 30, 2019, the Board approved and on October 31, 2019, the Company’s stockholders adopted its 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan provided that the maximum aggregate number of shares of the Company’s Common Stock reserved and available for issuance under the 2019 Plan was the sum of (1) 75,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2014 Plan plus any options related to awards that expire, are terminated, surrendered, or forfeited for any reason without issuance of shares under the 2014 Plan after the effective date of the 2019 Plan.

Effective July 21, 2023, the Company adopted the Renovaro Biosciences Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the 2019 Plan. The 2023 Plan provides that the maximum aggregate number of shares of the Company’s Common Stock reserved and available for issuance under the 2023 Plan was the sum of (1) 50,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2019 Plan. Any awards outstanding under the 2019 Plan as of the date of adoption of the 2023 Plan remain subject to and will be available under the 2019 Plan, and any shares subject to outstanding awards under the 2019 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares automatically become available for issuance under the 2023 Plan.

The Renovaro Biosciences, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) was approved by the Company’s Board of Directors on May 10, 2023 and by the Company’s stockholders on July 21, 2023, and replaced the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). On October 12, 2025, the Board approved amendments to the 2023 Plan (the “Amended 2023 Plan”), which were subsequently approved by the Company’s stockholders and made effective on October 31, 2025. The Amended 2023 Plan increased the number of shares of the Company’s Common Stock reserved for issuance thereunder by 380,331 shares and provides for an annual evergreen increase, if and to the extent necessary, such that the total number of shares available for issuance under the Amended 2023 Plan equals 15% of the total number of shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year, subject to the limitations set forth in the Amended 2023 Plan. Awards outstanding under the 2019 Plan remain subject to the terms of the 2019 Plan; however, shares subject to awards under the 2019 Plan that subsequently expire, terminate, or are surrendered or forfeited without the issuance of shares become available for issuance under the Amended 2023 Plan.

 The Company granted options to purchase zero shares of Common Stock to employees with a five-year vesting period during the year end June 30, 2026 under the 2019 and 2023 Plan. Company granted options to purchase 12,500 shares of Common Stock to employees with a five-year vesting period during the year end June 30, 2025 under the 2019 and 2023 Plan. These shares were subsequently cancelled on December 29, 2025 and do not remain outstanding as of June 30, 2026.

 The Company granted options to purchase zero shares of Common Stock to employees with a three-year vesting period during the year end June 30, 2026 and 2025 under the 2019 and 2023 Plan.

The Company granted options to purchase 47,266 shares of Common Stock to employees with a two-year vesting period during the year end June 30, 2026 under the 2019 and 2023 Plan. The Company granted options to purchase 23,128 shares of Common Stock to employees with a two-year vesting period during the year end June 30, 2025 under the 2019 and 2023 Plan.

During the years ended June 30, 2026 and 2025, the Company granted options to purchase 33,726 and 4,536 shares, respectively, to the Board of Directors and Scientific Advisory Board Members with a one-year vesting period, under the 2019 and 2023 Plan.

During the years ended June 30, 2026 and 2025, the Company granted options to purchase zero shares, respectively, to the Board of Directors and Scientific Advisory Board Members with immediate vesting, under the 2019 and 2023 Plan.

During the years ended June 30, 2026, and 2025, the Company granted options to purchase zero shares, respectively, for consulting services with a one-year vesting period, under the 2019 and 2023 Plan.

On November 4, 2024, the Company issued 731 stock options to its former interim Chief Financial Officer. The options had a fair value of $31,005 on the grant date, fully vest on January 6, 2025 and expire on November 4, 2034. Subsequently, during the period ended March 31, 2025, pursuant to the Company’s executive officer compensation claw back policy, the board of directors directed the Company to claw back and cancel the 731 options which were issued on November 4, 2024.

On August 23, 2024, Avram Miller, a former member of the Company’s board of directors (the “Board of Directors”), forfeited 10,417 shares of Common Stock from the original 12,500 shares of Common Stock for advisory services originally granted to him on October 11, 2023. As consideration for such forfeiture, the Company granted to Mr. Miller, an option to purchase 12,228 shares of Common Stock of the Company with a per-share exercise price of $55.20. The Company determined that this transaction represented a modification of the original award. The Company measured the fair value of the options issued as compared to the fair value of the original issuance and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of the Common Stock. Therefore, the Company will recognize the remaining fair value of the original award over the remaining vesting period, which is one year. The Company recognized stock-based compensation expense of $185,594 related to the vesting of the stocks options during the year ended June 30, 2026. At June 30, 2026, the Company had no remaining unrecognized compensation cost related to the options which vest at August 23, 2025.

 To date the Company has granted options under the 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 53,515 shares of Common Stock. At June 30, 2026, the Company had 366,587 options available to be issued under the Amended 2023 Plan.

A summary of the Plan Options outstanding at June 30, 2026 is presented below:

A summary of changes are presented below:

At June 30, 2026, the Company had Plan Options to purchase 35,537 shares of common stock that were exercisable. The total intrinsic value of options exercisable at June 30, 2026, was zero. Intrinsic value is measured using the fair value at the date of exercise (for shares exercised) and at June 30, 2026 (for outstanding options), less the applicable exercise price.

Common Stock Purchase Warrants

A summary of the status of the Common Stock Purchase Warrants outstanding at June 30, 2026, is presented below:

A summary of the warrant activity is presented below:

At June 30, 2026, the Company had 249,151 exercisable Common Stock Purchase Warrants outstanding. The total intrinsic value of warrants exercisable at June 30, 2026, was $386,870. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) and at June 30, 2026 (for outstanding warrants), less the applicable exercise price.

Restricted Stock Awards (RSA)

The Company recognized zero stock-based compensation expense related to RSAs for the year ended June 30, 2026.

The Company recognized stock-based compensation expense related to RSAs of $36,972 for the year ended June 30, 2025. The restricted stock awards are related to a grant of 3,125 shares of restricted stock with a 5-year vesting period made to the Chief Executive Officer of Renovaro Cube with a total value of $177,500.