v3.26.3
ACQUISITIONS
 12 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS

NOTE 12 — ACQUISITIONS

 

Neurobridge IP Holdings Incorporated Acquisition:

 

On May 1, 2026, the Company, through its wholly owned subsidiary Lunai Bioworks IP, Inc., a Delaware corporation, completed the acquisition of Neurobridge IP Holdings Incorporated (“Neurobridge”) pursuant to an Agreement and Plan of Merger dated April 27, 2026, under which Neurobridge merged with and into Lunai Bioworks IP, Inc., with Lunai Bioworks IP, Inc. continuing as the surviving corporation. Neurobridge held intellectual property relating to an intranasal (nose-to-brain) drug delivery platform and a related compound directed to the treatment of Alzheimer’s disease. The aggregate consideration consisted of eight shares of the Company’s Series B Convertible Preferred Stock with an aggregate contractual stated value of $20.0 million (see Note 9).

 

The Company concluded that substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable intangible assets and that the acquired set did not constitute a business under ASC 805; the transaction was therefore accounted for as an asset acquisition under ASC 805-50. The Series B Preferred Stock had an aggregate contractual stated value of $20.0 million and an acquisition-date fair value of $1,840,000. The Company measured the acquisition cost based on the $1,840,000 fair value of the Series B Preferred Stock issued as consideration. The acquisition cost was allocated among the acquired intellectual property assets based on their relative fair values (see Note 5).

 

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 187,500 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.