UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2024
RENOVARO INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38751 | | 45-2559340 |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
2080 Century Park East, Suite 906
Los Angeles, CA 90067
(Address of principal executive offices) (zip code)
+1 (305) 918-1980
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.0001 per share | | RENB | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INTRODUCTORY NOTE
On February 13, 2024 (the “Closing Date”), Renovaro Inc., a Delaware corporation (the ”Company”), acquired all of the issued and outstanding equity interests of Renovaro Cube Intl Ltd., (fka: GEDi Cube Intl Ltd.) a private company formed under the laws of England and Wales (“Renovaro Cube”), pursuant to that certain Stock Purchase Agreement, dated September 28, 2023, by and among the Company, Renovaro Cube, the sellers party thereto and Yalla Yalla Ltd., in its capacity as the representative of the sellers (the “Acquisition”).
This Current Report on Form 8-K/A amends the Current Report on Form 8-K the Company filed on February 14, 2024, to include Renovaro Cube’s audited financial statements as of and for the years ended December 31, 2023 and 2022 and the unaudited pro forma combined financial information after giving effect to the Acquisition as of December 31, 2023 and for the six months ended December 31, 2023 and the year ended June 30, 2023, required by Items 9.01(a) and 9.01(b) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The consolidated financial statements of Renovaro Cube as of December 31, 2023 and 2022 and the related consolidated balance sheets, statements of operations, consolidate statements of changes in stockholders’ deficit and consolidated statements of cash flows for the period from January 1, 2023 to August 23, 2023, period from August 24, 2023 to December 31, 2023, and for the year ended December 31, 2022, together with the accompanying notes thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of the Company for the six-month period ended December 31, 2023 is filed as Exhibit 99.2 and incorporated by reference herein.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | RENOVARO INC. |
| | |
| | By: | /s/ Mark Dybul, M.D. |
| | | Name: Mark Dybul
Title: Chief Executive Officer |
Date: April 24, 2024
