STOCKHOLDERS’ EQUITY | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock 10,000,000 0.0001 1,000,000 0 Voting — Dividends — Liquidation Rights — Conversion Rights — Common Stock 350,000,000 0.0001 155,027,245 63,698,144 2,189,672 Voting — Dividends — Liquidation Rights — 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 In consideration for entering into the 2023 Purchase Agreement, the Company issued 696,021 During the years ended June 30, 2024 and June 30, 2023 no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement. Preferred Stock Issuances On August 1, 2023, the Company closed a private placement of 280,505 Units Preferred Stock Warrant Securities 7.13 2,000,000 280,505 2,000,000 The Company issued an aggregate of 561,010 5,610,100 2,805,050 0.65 On February 13, 2024 pursuant to the acquisition of Renovaro Cube, the 561,010 5,610,100 120,018 June 2024 Private Placement On June 14, 2024, Renovaro Inc., a Delaware corporation (the “ Company 5,315,215 0.0001 1.4765 The Private Placement was completed pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (“ Regulation S In the Private Placement, the Company sold 2,325,869 1.4726 3,425,075 Additionally, the Company sold 2,671,631 $ 3, 955,033 478,060 Additionally, the Company sold 317,715 468,453 66,000 In relation to the June 14, 2024 Private Placement the Company recognized a loss on the settlement of debt for $ 1,183,560 Common Stock Issuances On April 5, 2024, the Company issued 33,760 94,190 On February 20, 2024, 2,953,700 0.53 0.65 1,750,000 On February 20, 2024, 471,699 0.53 250,000. On February 15, 2024, the Company issued 50,000 100,000 On February 15, 2024, the Company closed a private placement of 344,827 0.0001 1,000,000 On February 13, 2024, the Company issued 70,834,183 valued at $ 136,001,631 (see Note 12) shares of Common Stock pursuant to the Stock Purchase Agreement of Renovaro Cube. On December 4, 2023, the Company issued 525,945 341,865 On October 23, 2023, the Company issued 1,000,000 2,760,000 Between July 28, 2023, and September 28, 2023, the Company issued 2,000,000 4,470,000 On June 26, 2023, the Company issued 4,718,532 2,359,266 1,300,823 1,200,000 0.53 0.53 On June 26, 2023, the Company issued 4,718,532 2,359,266 1,300,823 1,200,000 0.53 0.53 On June 20, 2023, the Company issued 696,021 On April 27, 2023, there were 100,000 120,000 During March 2023, the Company issued 2,378,070 1,189,036 2,711,000 1.14 1.14 On February 10, 2023, there were 100,000 108,000 On December 30, 2022, the Company issued 198,439 204,392 On July 14, 2022, certain of our warrant holders exercised warrants to purchase 1,250,000 1,625,000 2.21 2,762,500 2.21 2017 Warrants On July 14, 2022, certain of our warrant holders exercised warrants to purchase 1,250,000 1,625,000 2,762,500 2.21 419,182 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) 18,081,962 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, 2024, no Acquisition of Renovaro Denmark At June 30, 2024 and 2023, the Company maintained a reserve of 17,414 167,639 no 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, 2024, 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: Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted Renovaro Inc. Expected term (in years) 5.0 6.5 Volatility 84.33 114.88 % Risk free interest rate 3.12 4.83 % Dividend yield 0 % The Company recognized stock-based compensation expense related to all equity instruments of $ 4,673,129 3,535,051 250,373 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 1,206,000 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) 6,000,000 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) 4,000,000 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 Company granted options to purchase 369,500 193,000 During the year ended June 30, 2024 and 2023, the Company granted options to purchase zero 0 184,800 0 18,960 During the year ended June 30, 2024 and 2023, the Company granted options to purchase zero 0 73,200 0 12,640 65,000 During the years ended June 30, 2024 and 2023, the Company granted options to purchase 424,412 355,359 During the years ended June 30, 2024 and 2023, the Company granted options to purchase 329,729 0 During the years ended June 30, 2024, and 2023, the Company granted options to purchase 10,000 75,000 All of the above options are exercisable at the market price of the Company’s Common Stock on the date of the grant. On February 13, 2024, the Company repriced 3,849,931 eligible employee and consultant options from the original issued exercise price to a new exercise price of $1.92 per share, the closing price of the Company’s Common Stock on February 13, 2024. The Company recognized stock-based compensation expense related to the repricing of options of $921,254 during the year ended June 30, 2024. To date the Company has granted options under the 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 6,665,821 4,515,873 A summary of the Plan Options outstanding at June 30, 2024 is presented below: Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Price Ranges Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.45 4.50 5,244,987 7.38 $ 1.89 3,817,105 7.15 $ 1.92 $ 4.51 6.50 167,634 6.48 $ 5.33 135,376 5.81 $ 5.49 $ 6.51 12.00 115,231 4.66 $ 7.63 111,585 4.57 $ 7.61 Total 5,527,852 7.29 $ 2.11 4,064,066 7.03 $ 2.20 A summary of changes are presented below: Schedule of stock option activity Shares Weighted Average Exercise Average Remaining Life Weighted Average Intrinsic Outstanding at June 30, 2023 4,401,211 $ 4.78 7.82 $ — Granted 4,983,572 $ 1.94 Exercised — $ — Forfeited — $ — Expired/Canceled (3,856,931 ) $ 4.94 Outstanding at June 30, 2024 5,527,852 $ 2.11 7.30 $ — Exercisable at June 30, 2024 4,064,066 $ 2.20 7.05 $ 525,943 At June 30, 2024, the Company had Plan Options to purchase 4,064,066 shares of common stock that were exercisable. The total intrinsic value of options exercisable at June 30, 2024, was $ 525,943 Common Stock Purchase Warrants A summary of the status of the Common Stock Purchase Warrants outstanding at June 30, 2024, is presented below: Schedule of common stock purchase warrants outstanding Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.53 471,698 1.33 471,698 1.33 $ 0.65 741,274 3.07 741,274 3.07 $ 1.14 1,189,036 3.73 1,189,036 3.73 $ 1.47 642,128 4.96 642,128 4.96 $ 1.48 50,740 4.99 50,740 4.99 Total 3,094,876 3.48 $ 1.00 3,094,876 3.48 $ 1.00 A summary of the warrant activity is presented below: Schedule of warrants outstanding Shares Weighted Average Exercise Weighted Average Remaining Outstanding at June 30, 2023 3,548,302 $ 0.73 4.80 Granted 3,497,918 $ 0.81 4.27 Exercised (3,951,344 ) $ 0.59 — Cancelled/Expired — $ — — Outstanding and exercisable at June 30, 2024 3,094,876 $ 1.00 3.48 At June 30, 2024, the Company had 3,094,876 2,309,681 Restricted Stock Awards (RSA) The Company recognized stock-based compensation expense related to RSAs of $ 1,415,157 1,000,000 2,760,000 1,344,843 The Company recognized stock-based compensation expense related to other RSAs of $ 108,000 100,000 |