Renovaro Biosciences (RENB) Form 4 RENOVARO / Mark Dybul ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dybul Mark

(Last) (First) (Middle)

C/O RENOVARO BIOSCIENCES INC.

9480 NE 2ND AVENUE #73

(Street)

MIAMI FL 33138

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RENOVARO INC. [ RENB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$5.95	02/13/2024		D			7,563	(1)	02/28/2028	Common Stock	7,563	(2)	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		7,563		02/13/2024	02/28/2028	Common Stock	7,563	(2)	7,563	D
Option to Purchase Common Stock	$5.74	02/13/2024		D			5,226	02/28/2019	09/19/2028	Common Stock	5,226	(2)	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		5,226		02/13/2024	09/19/2028	Common Stock	5,226	(2)	5,226	D
Option to Purchase Common Stock	$6.5	02/13/2024		D			300,000	11/21/2018	11/21/2028	Common Stock	300,000	(2)	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		300,000		02/13/2024	11/21/2028	Common Stock	300,000	(2)	300,000	D
Option to Purchase Common Stock	$8	02/13/2024		D			450,000	06/11/2021	06/11/2031	Common Stock	450,000	(2)	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		450,000		02/13/2024	06/11/2031	Common Stock	450,000	(2)	450,000	D
Option to Purchase Common Stock	$4.57	02/13/2024		D			2,000,000	(3)	07/19/2031	Common Stock	2,000,000	(2)	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		2,000,000		(3)	07/19/2031	Common Stock	2,000,000	(2)	2,000,000	D
Option to Purchase Common Stock	$2.54	02/13/2024		D			350,000	(4)	08/25/2032	Common Stock	350,000	(2)	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		350,000		(4)	08/25/2032	Common Stock	350,000	(2)	350,000	D

Explanation of Responses:

1. The option vested in three equal installments on February 28, 2019, February 28, 2020 and February 28, 2021.

2. The transactions reported herein reflect a stock option repricing (the "Option Repricing") effective on February 13, 2024 (the "Repricing Date"). Pursuant to the Option Repricing, which was approved by stockholders on January 25, 2024, the exercise price of all repriced options has been amended to $1.92 per share, the closing price of the Company's common stock, par value $0.0001 per share (the "Common Stock"), on the date of the closing of the Registrant's acquisition of GEDi Cube Intl Ltd. There were no other changes to the terms of the options.

3. The option vested in two equal installments on July 1, 2022 and July 1, 2023. The remainder of the option vests on July 1, 2024.

4. One third of the option vested on August 25, 2023. The remainder of the option shall vest in two equal installments on August 25, 2024 and August 25, 2025.

	/s/ Mark Dybul	02/16/2024
	** Signature of Reporting Person	Date
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