UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 12b-25 | SEC FILE NUMBER 000-52218 | ||
| NOTIFICATION OF LATE FILING | CUSIP NUMBER 68235A200 | ||
(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
| For Period Ended: | June 30, 2024 | ||
| ☐ Transition Report on Form 10-K | |||
| ☐ Transition Report on Form 20-F | |||
| ☐ Transition Report on Form 11-K | |||
| ☐ Transition Report on Form 10-Q | |||
| For the Transition Period Ended: | |||
| Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
|
| PART I — REGISTRANT INFORMATION |
| Renovaro Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 2080 Century Park East, Suite 906 |
| Address of Principal Executive Office (Street and Number) |
| Los Angeles, CA 90067 |
| City, State and Zip Code |
| PART II — RULES 12b-25(b) AND (c) |
| If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) |
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
| PART III — NARRATIVE |
| State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed) |
Renovaro Inc., a Delaware corporation (the “Company”), is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended June 30, 2023 (the “Form 10-K”).
The Company could not complete the filing of its Annual Report on Form 10-K for the period ended June 30, 2024, within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. |
| PART IV — OTHER INFORMATION |
| (1) | Name and telephone number of person to contact in regard to this notification | ||||||||
| Simon Tarsh | (305) | 918-1980 | |||||||
| (Name) | (Area Code) | (Telephone Number) | |||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||||||
| Yes | ☒ | No | ☐ | ||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||||||
| Yes | ☒ | No | ☐ | ||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | |||||||||
The following material changes are anticipated to the Company’s balance sheet and statement of operations as of and for the year ended June 30, 2024 as compared to the corresponding period for the prior fiscal year:
| ● | Cash decreased from $1,874,480 at June 30, 2023 to $220,467 at June 30, 2024. | |
| ● | Insurance receivable increased from zero at June 30, 2023 to $1,108,247 at June 30, 2024. | |
| ● | Indefinite life intangible assets, net decreased from $42,611,000 at June 30, 2023 to zero at June 30, 2024. | |
| ● | Goodwill increased from $11,640,000 at June 30, 2023 to $160,340,119 at June 30, 2024. | |
| ● | Accounts payable - trade increased from $5,296,823 at June 30, 2024 to $9,448,683 at June 30, 2024. | |
| ● | Accrued expenses increased from $723,173 at June 30, 2023 to $5,311,324 at June 30, 2024. | |
| ● | Notes payable, net (current) decreased from $4,624,947 at June 30, 2023 to $2,205,996 at June 30, 2024. | |
| ● | Contingent consideration liability (non-current) increased from zero at June 30, 2023 to $12,196,671 at June 30, 2024. | |
| ● | Additional paid in capital increased from $290,554,875 at June 30, 2023 to $456,811,911 at June 30, 2024. | |
| ● | Accumulated deficit increased from $244,029,253 at June 30, 2023 to 324,679,425 at June 30, 2024. | |
| ● | Other comprehensive income (loss) increased from ($29,882) at June 30, 2023 to $839,112 at June 30, 2024. | |
| ● | General and administrative expenses increased from $15,318,198 for the year ended June 30, 2023 to $24,557,608 for the year ended June 30, 2024. | |
| ● | Research and development expenses decreased from $4,165,197 for the year ended June 30, 2023 to $2,708,829 for the year ended June 30, 2024. | |
| ● | Intangible asset impairment expenses increased from $18,960,000 for the year ended June 30, 2023 to $42,611,000 for the year ended June 30, 2024. | |
| ● | Goodwill impairment expenses increased from zero for the year ended June 30, 2023 to $11,640,000 for the year ended June 30, 2024. | |
| ● | Loss on extinguishment of debt increased from zero for the year ended June 30, 2023 to $1,303,578 for the year ended June 30, 2024. | |
| ● | Change in fair value of contingent consideration increased from zero for the year ended June 30, 2023 to $4,727,473 for the year ended June 30, 2024. | |
| ● | Interest expense increased from $(580,344) for the year ended June 30, 2023 to $(1,011,322) for the year ended June 30, 2024. | |
| ● | Interest income and other income (expense) increased from $(126,620) for the year ended June 30, 2023 to $(1,423,449) for the year ended June 30, 2024. |
The amounts reported above are still under review by the Registrant’s independent registered public accounting firm and accounting staff and may differ once reported in the Form 10-K to be filed by the Registrant.
| Renovaro Inc. | |
| (Name of Registrant as Specified in Charter) | |
| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
| Date: | October 1, 2024 | By: | /s/ Simon Tarsh |
| Simon Tarsh | |||
| Interim Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
