Renovaro Biosciences (RENB) 10-Q 19 Feb 25 2025 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Dec. 31, 2024	Feb. 12, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--06-30
Entity File Number	001-38758
Entity Registrant Name	Renovaro Inc.
Entity Central Index Key	0001527728
Entity Tax Identification Number	45-2559340
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2080 Century Park East
Entity Address, Address Line Two	Suite 906
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90067
City Area Code	305
Local Phone Number	918-1980
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RENB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		158,717,509

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
CURRENT ASSETS:
Cash	$ 311,764	$ 220,467
Insurance receivable	127,080	1,108,247
Prepaids and other assets	1,269,417	668,929
Total Current Assets	1,708,261	1,997,643
Property and equipment, net	422,032	482,121
OTHER ASSETS:
Definite life intangible assets, net	17,853	30,043
Goodwill	107,999,273	159,330,161
Deposits and other assets	12,054	19,849
Operating lease right-of-use assets	1,180,799	1,269,633
Total Other Assets	109,209,979	160,649,686
TOTAL ASSETS	111,340,272	163,129,450
CURRENT LIABILITIES:
Accounts payable – trade	10,934,555	9,448,683
Accrued expenses	5,512,004	5,311,324
Other current liabilities	817,908	295,361
Contingent consideration liability	5,650,000	12,310,000
Convertible notes payable	245,000	245,000
Current portion of operating lease liabilities	562,287	493,553
Notes payable – related parties, net	4,885,000	2,205,996
Total Current Liabilities	28,606,754	30,309,917
NON-CURRENT LIABILITIES:
Operating lease liabilities, net of current portion	674,200	842,389
Total Non-Current Liabilities	674,200	842,389
Total Liabilities	29,280,954	31,152,306
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding
Common Stock, par value $0.0001, 350,000,000 shares authorized, 162,142,907 shares issued and outstanding at December 31, 2024, and 158,452,644 shares issued and outstanding at June 30, 2024	16,216	15,847
Additional paid-in capital	469,810,215	464,587,224
Accumulated deficit	(383,919,510)	(332,455,081)
Accumulated other comprehensive income (loss)	(3,847,603)	(170,846)
Total Stockholders’ Equity	82,059,318	131,977,144
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 111,340,272	$ 163,129,450

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Dec. 31, 2024	Jun. 30, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	162,142,907	158,452,644
Common stock, shares outstanding	162,142,907	158,452,644

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Operating Expenses
General and administrative	$ 4,353,123	$ 3,616,392	$ 9,654,373	$ 11,906,602
Research and development	161,084	620,521	551,273	1,187,165
Goodwill impairment			47,614,729
Depreciation and amortization	32,109	33,162	64,494	60,422
Total Operating Expenses	4,546,316	4,270,075	57,884,869	13,154,189
LOSS FROM OPERATIONS	(4,546,316)	(4,270,075)	(57,884,869)	(13,154,189)
Other Income (Expenses)
Change in fair value of contingent consideration	(2,590,000)		6,660,000
Loss on extinguishment of debt				(120,018)
Interest expense	(98,891)	(274,984)	(348,971)	(454,255)
Interest and other income	(17,187)	15,938	109,411	24,313
Total Other Income (Expense)	(2,706,078)	(259,046)	6,420,440	(549,960)
NET LOSS	$ (7,252,394)	$ (4,529,121)	$ (51,464,429)	$ (13,704,149)
BASIC NET LOSS PER SHARE	$ (0.04)	$ (0.07)	$ (0.32)	$ (0.21)
DILUTED NET LOSS PER SHARE	$ (0.04)	$ (0.07)	$ (0.32)	$ (0.21)
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC	161,825,205	65,852,497	160,909,289	65,166,625
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - DILUTED	161,825,205	65,852,497	160,909,289	65,166,625

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Net Loss	$ (7,252,394)	$ (4,529,121)	$ (51,464,429)	$ (13,704,149)
Other Comprehensive Income (Loss)
Foreign Currency Translation, net of taxes	(10,144,818)	37,252	(3,676,757)	2,651
Comprehensive Loss	$ (17,397,212)	$ (4,491,869)	$ (55,141,186)	$ (13,701,498)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Series A Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Jun. 30, 2023		$ 6,371	$ 290,554,875	$ (244,029,253)	$ (29,882)	$ 46,502,111
Beginning balance, shares at Jun. 30, 2023		63,698,144
Issuance of preferred stock and warrants in private placement	$ 28		1,999,972			2,000,000
Issuance of preferred stock and warrants in private placement, shares	280,505
Issuance of preferred stock and warrants for conversion of $2 million Note	$ 28		1,999,973			2,000,001
Issuance of preferred stock and warrants for conversion of $2 million note, shares	280,505
Restricted shares issued for services rendered		$ 200	4,469,800			4,470,000
Restricted shares issued for services rendered, shares		2,000,000
Stock-based compensation			983,829			983,829
Net loss				(9,175,028)		(9,175,028)
Foreign currency translation adjustment					(34,601)	(34,601)
Ending balance, value at Sep. 30, 2023	$ 56	$ 6,571	300,008,449	(253,204,281)	(64,483)	46,746,312
Ending balance, shares at Sep. 30, 2023	561,010	65,698,144
Beginning balance, value at Jun. 30, 2023		$ 6,371	290,554,875	(244,029,253)	(29,882)	46,502,111
Beginning balance, shares at Jun. 30, 2023		63,698,144
Stock-based compensation						1,983,057
Net loss						(13,704,149)
Ending balance, value at Dec. 31, 2023	$ 56	$ 6,724	301,349,389	(257,733,402)	(27,231)	43,595,536
Ending balance, shares at Dec. 31, 2023	561,010	67,224,089
Beginning balance, value at Sep. 30, 2023	$ 56	$ 6,571	300,008,449	(253,204,281)	(64,483)	46,746,312
Beginning balance, shares at Sep. 30, 2023	561,010	65,698,144
Stock issued pursuant to warrants exercised		$ 53	341,812			341,865
Stock issued pursuant to warrants exercised, shares		525,945
Restricted shares issued for advisory services		$ 100	(100)
Restricted shares issued for advisory services, shares		1,000,000
Stock-based compensation			999,228			999,228
Net loss				(4,529,121)		(4,529,121)
Foreign currency translation adjustment					37,252	37,252
Ending balance, value at Dec. 31, 2023	$ 56	$ 6,724	301,349,389	(257,733,402)	(27,231)	43,595,536
Ending balance, shares at Dec. 31, 2023	561,010	67,224,089
Beginning balance, value at Jun. 30, 2024		$ 15,847	464,587,224	(332,455,081)	(170,846)	131,977,144
Beginning balance, shares at Jun. 30, 2024		158,452,644
Issuance of common stock under private placement offering		$ 142	2,096,039			2,096,181
Issuance of common stock under private placement offering, shares		1,423,456
Restricted shares issued for services rendered		$ 200	1,399,800			1,400,000
Restricted shares issued for services rendered, shares		2,000,000
Forfeited shares of common stock		$ (83)	83
Forfeited shares of common stock, shares		(833,333)
Stock-based compensation			357,648			357,648
Net loss				(44,212,035)		(44,212,035)
Foreign currency translation adjustment					6,468,061	6,468,061
Ending balance, value at Sep. 30, 2024		$ 16,106	468,440,794	(376,667,116)	6,297,215	98,086,999
Ending balance, shares at Sep. 30, 2024		161,042,767
Beginning balance, value at Jun. 30, 2024		$ 15,847	464,587,224	(332,455,081)	(170,846)	131,977,144
Beginning balance, shares at Jun. 30, 2024		158,452,644
Stock-based compensation						916,279
Net loss						(51,464,429)
Ending balance, value at Dec. 31, 2024		$ 16,216	469,810,215	(383,919,510)	(3,847,603)	82,059,318
Ending balance, shares at Dec. 31, 2024		162,142,907
Beginning balance, value at Sep. 30, 2024		$ 16,106	468,440,794	(376,667,116)	6,297,215	98,086,999
Beginning balance, shares at Sep. 30, 2024		161,042,767
Issuance of common stock under private placement offering		$ 19	279,981			280,000
Issuance of common stock under private placement offering, shares		190,140
Restricted shares issued for services rendered		$ 66	393,334			393,400
Restricted shares issued for services rendered, shares		660,000
Restricted shares issued for executive compensation		$ 25	137,475			137,500
Restricted shares issued for executive compensation, shares		250,000
Stock-based compensation			558,631			558,631
Net loss				(7,252,394)		(7,252,394)
Foreign currency translation adjustment					(10,144,818)	(10,144,818)
Ending balance, value at Dec. 31, 2024		$ 16,216	$ 469,810,215	$ (383,919,510)	$ (3,847,603)	$ 82,059,318
Ending balance, shares at Dec. 31, 2024		162,142,907

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (51,464,429)	$ (13,704,149)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation and amortization	64,494	60,422
Loss on extinguishment of debt		120,018
Changed in value of contingent consideration	(6,660,000)
Stock-based compensation expense	916,279	1,983,057
Restricted shares for services rendered (including $137,000 of compensation expense)	1,930,901	4,470,000
Goodwill impairment	47,614,729
Amortization of discount of notes payable	32,024	364,415
Changes in assets and liabilities:
Other receivables	988,962
Prepaid expenses/deposits	418,442	516,296
Accounts payable	1,485,872	281,095
Accrued expenses	175,733	(29,571)
Other current liabilities	(68,438)
Operating leases, net	(10,621)	(14,587)
NET CASH USED IN OPERATING ACTIVITIES	(4,576,052)	(5,923,830)
CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable		(1,073,625)
Purchase of property and equipment		(41,584)
NET CASH USED IN INVESTING ACTIVITIES		(1,115,209)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of promissory notes		2,540,000
Repayment of finance agreement	(427,945)	(422,183)
Proceeds from private placement	2,376,181	2,000,000
Proceeds from notes payable	2,671,926	950,000
Proceeds from exercise of warrants		341,865
NET CASH PROVIDED BY FINANCING ACTIVITIES	4,620,162	5,409,682
Effect of exchange rates on cash	47,187	(1,143)
NET CHANGE IN CASH	91,297	(1,630,500)
CASH, BEGINNING OF PERIOD	220,467	1,874,480
CASH, END OF PERIOD	311,764	243,980
Cash paid during the period for:
Interest	7,436	5,256
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Finance agreement entered into in exchange for prepaid assets	1,018,930	906,834
Conversion of note payable for issuance of preferred stock		2,000,001
Debt discount related to convertible promissory notes	24,954	105,263
Debt discount related to notes payable		140,000
Cancellation of restricted stock awards	$ 83

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (7,252,394)	$ (44,212,035)	$ (4,529,121)	$ (9,175,028)	$ (51,464,429)	$ (13,704,149)

Insider Trading Arrangements

Insider Trading Arrangements	6 Months Ended
	Dec. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Renovaro Biosciences is a biotechnology company intending to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) infections. Renovaro Cube is an AI-driven healthcare technology company focusing on the earliest possible detection of cancer and its recurrence. Renovaro Cube has developed a proprietary AI platform that analyzes genetics using Explainable AI to provide earlier and more accurate cancer diagnosis. Basis of Presentation Consolidation Accounting Estimates Loss Per Share 19,321,772 18,217,727 Functional Currency & Foreign Currency Translation Recently Adopted Accounting Pronouncements Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 — GOING CONCERN The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of $ 7,252,394 51,464,429 311,764 383,919,510 26,898,493 Management has reduced overhead and administrative costs by streamlining the organization to focus around the development and validation of its AI-driven cancer diagnostics platform. The Company has tailored its workforce to focus on these activities. In addition, the Company intends to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us. Funding that we may receive during the fiscal year 2025 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization of our products, to conduct the clinical and regulatory work to develop our product candidates, and to begin building working capital reserves.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Dec. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 3 — FAIR VALUE MEASUREMENTS The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no Level 1, 2 or 3 assets, nor any Level 1 or 2 liabilities as of December 31, 2024. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, lease obligations and notes payable approximate their recorded values due to their short-term maturities. Level 3 liabilities held as of December 31, 2024, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro Cube, (the “Acquisition”). As consideration for the Acquisition, the stockholders of Renovaro Cube received (i) 70,834,183 shares of Common Stock, and (ii) the right to receive up to 11,899,545 contingent shares pro rata upon the exercise of convertible notes, options, and warrants, which were outstanding at closing. The contingent consideration liability was recorded at fair value of $20,557,500 at the time of the Acquisition and is subsequently remeasured to fair value at the end of each reporting period. As of December 31, 2024, there were 7,613,301 contingent shares issuable in connection with the Acquisition. The fair value of the contingent consideration liability is estimated using a Black-Scholes option-pricing model and a Monte-Carlo option pricing model. The key inputs to the model are all contractual or observable with the exception being volatility, which is computed based on the volatility of the Company’s underlying stock. The key inputs to valuing the contingent consideration liability as of December 31, 2024, were: Schedule of contingent consideration liability Stock Price $ 0.84 Exercise Price $ 0.46 8.23 Volatility 120.1 158.2 Risk Free Rate 0.28 4.45 Expected Dividends 0 % Expected Term (years) 0.01 8.99 The following table sets forth the Level 3 liability at December 31, 2024, which is recorded on the consolidated balance sheet at fair value on a recurring basis. As required, this liability is classified based on the lowest level of input that is significant to the fair value measurement: Schedule of fair value measurement on recurring basis Fair Value Measurements at Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) The roll forward of the contingent consideration liability is as follows: Balance June 30, 2024 — — $ 12,310,000 Fair value adjustment — — (6,660,000 ) Contingent Consideration Liability at December 31, 2024 — — $ 5,650,000

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	6 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	NOTE 4 — INTANGIBLE ASSETS AND GOODWILL On February 13, 2024, the Company acquired Renovaro Cube as a wholly owned subsidiary pursuant to a stock purchase agreement. As part of the acquisition of Renovaro Cube, the Company acquired goodwill valued at $ 159,464,039 Impairment – During the six months ended December 31, 2024, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the decline in the estimated fair value of the reporting unit based on the Company’s market capitalization. Management concluded the significant driver for the change in the economic benefits was due to the Company’s continued inability to raise capital for the further development of the technologies within this reporting unit. Therefore, an impairment adjustment of $ 47,614,729 At December 31, 2024 and June 30, 2024, definite-life and indefinite-life intangible assets consisted of the following: Schedule of definite-life and indefinite-life intangible assets Useful Life June 30, 2024 Additions Amortization Impairment Translation Adjustment December 31, 2024 Definite Life Intangible Assets Patents 20 $ 284,977 $ — $ — $ — $ (9,588 ) $ 275,389 Less Accumulated Amortization (254,934 ) — (4,929 ) — 2,327 (257,536 ) Net Definite-Life Intangible Assets $ 30,043 $ — $ (4,929 ) $ — $ (7,261 ) $ 17,853 Goodwill Goodwill 159,330,161 — — (47,614,729 ) (3,716,159 ) 107,999,273 Total Goodwill $ 159,330,161 $ — $ — $ (47,614,729 ) $ (3,716,159 ) $ 107,999,273 Expected future amortization expense is as follows: Schedule of expected future amortization expense Years ended June 30, 2025 $ 4,463 2026 4,463 2027 4,463 2028 4,464 Total $ 17,853

DEBT

DEBT	6 Months Ended
	Dec. 31, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 5 — DEBT Convertible Notes Payable — The January 2024 Note — 125,000 125,000 12 3.38 December 2023 Notes — 120,000 120,000 The December 2023 Notes bear an interest rate of 12 The January 2024 Note and December 2023 Notes balance at December 31, 2024 was $ 245,000 Notes Payable Bridge Loans — 1,750,000 1,750,000 10 December 31, 2024 1,750,000 From November 12, 2024 to December 3, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue Promissory Notes for the principal amount of € 500,000 10 December 1, 2025 527,000 On November 1 2024, Renovaro Cube entered into an agreement with Yalla Yalla Limited, an investor to issue a Promissory Note for the amount of approximately € 230,000 10 February 24, 2025 238,000 On September 16, 2024, the Company entered into an agreement with RS Bio ApS, a Danish entity controlled by a shareholder (“RS Bio”), to issue a Promissory Note for the principal amount of $ 100,000 100,000 12 December 31, 2024 100,000 On September 6, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue a Promissory Note for the principal amount of € 50,000 12 September 9, 2025 57,000 On February 5, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $ 105,263 100,000 5 12 December 31, 2024 105,263 On January 2, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $ 526,315 500,000 5 12 December 31, 2024 526,315 On November 3, 2023, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Promissory Note for the principal amount of $ 1,000,000 950,000 5 50,000 12 750,000 Promissory Note — 5,000,000 November 1, 2024 12 831,497 The Company’s obligations under the Promissory Note, November 2023 Note, January 2024 Note, February 2024 Note and the September 2024 Note are secured by a Security Agreement. To secure the Company’s obligations under the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) for the benefit of Paseco ApS. Upon an Event of Default (as defined in the notes, respectively) Paseco ApS may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease, or dispose of the Collateral.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Dec. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 — STOCKHOLDERS’ EQUITY Purchase Agreement with Lincoln Park Capital On June 20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“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 quarter ended December 31, 2024 and 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement. Common Stock Issuances On June 14, 2024, Renovaro Inc., a Delaware corporation (the “ Company 5,315,215 1,613,596 1.4726 2,376,181 On August 1, 2024, the Company issued 2,000,000 1,400,000 On October 14, 2024, the Company issued 250,000 137,500 On October 14, 2024, the Company issued 500,000 275,000 On October 17, 2024, the Company issued 160,000 118,400 Stock-based Compensation The Company recognizes compensation costs for stock option awards to employees and directors 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. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows in the six months ended December 31, 2024: Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted Renovaro Inc. Expected term (in years) 5.5 Volatility 112.02 118.99 % Risk free interest rate 3.86 4.22 % Dividend yield 0 % On August 23, 2024, Avram Miller, a former member of the Company’s board of directors (the “Board of Directors”), forfeited 833,333 1,000,000 978,261 0.69 538,127 806,716 On October 14, 2024, the Company issued 1,600,000 731,200 October 14, 2034 On November 4, 2024, the Company issued 362,904 190,525 November 4, 2034 On November 4, 2024, the Company issued 58,500 31,005 November 4, 2034 In total, the Company recognized stock-based compensation expense related to options of $ 558,631 916,279 465,372 1,216,469 1,633,625

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Commitments On January 31, 2020, the Company entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company, G Tech Bio, LLC, a California limited liability company (“G Tech”), and G Health Research Foundation, a not-for-profit entity organized under the laws of California doing business as Seraph Research Institute (“SRI”) (collectively the “Licensors”), whereby the Company acquired a perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections. The HBV License Agreement states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Treatment over a 24-month period, and provides for an up-front payment of $ 1.2 2 1.2 The cash funding for research costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $144,500 that covered scientific staffing resources to complete the project as well as periodic payments for materials and equipment needed to complete the project. There were no payments made after January 31, 2022. The Company paid zero under the HBV License Agreement during the quarters ending December 31, 2024, and 2023. The Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies sub-section below). On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “License Development Agreement”), by and among the Company, G Tech and SRI (collectively, the “Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to research, develop, and commercialize certain formulations which were aimed at preventing and treating pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza (the “Prevention and Treatment”). The Development License Agreement was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019. The Development License Agreement states that in consideration for the Development License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Prevention and Treatment over a 24-month period. Additionally, the Development License Agreement provides for an up-front payment of $ 10,000,000 760,000 The Development License Agreement provides for (i) cooperation related to the development of intellectual property related to the Prevention and Treatment and (ii) a 3% royalty to G Tech on any net sales that may occur under the Development License Agreement. The Company is no longer pursuing any product candidates that relate to this license. The Company has filed a claim against the Licensors to recover all monies it paid related to this license (see Contingencies below). On August 25, 2021, the Company entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”) with Serhat Gümrükcü and SRI (collectively, the “Licensors”) whereby the Licensors granted the Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to sublicense, proprietary technology subject to a U.S. patent application, to make, use, offer to sell, sell or import products for use solely for the prevention, treatment, amelioration of or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans; provided the Licensors retained the right to conduct HIV research in the field. Pursuant to the ALC License Agreement, the Company granted a non-exclusive license back to the Licensors, under any patents or other intellectual property owned or controlled by the Company, to the extent arising from the ALC License, to make, use, offer to sell, sell or import products for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities and (ii) any other diseases or conditions outside the HIV Field. The Company made an initial payment to SRI of $ 600,000 600,000 G Tech and SRI are controlled by Anderson Wittekind, a stockholder of the Company. Service Agreements – Contingencies Securities Class Action Litigation. Federal Derivative Litigation. the United States District Court for the Central District of California denied defendants’ motion to dismiss the Securities Class Action Litigation. On October 23, 2024, the court in the Koenig matter stayed the case pending further order of the court. On January 10, 2025, the parties in the Koenig matter filed a joint status report requesting that all pending deadlines in the matter remain suspended. The parties’ deadline to file a joint status report in the Koenig matter is April 11, 2025. On October 28, 2024, the court in the Solak matter stayed the case for ninety (90) days. On January 29, 2025, the court in the Solak matter stayed the case for an additional ninety (90) days. The defendants have not yet responded to either complaint. The Company intends to contest these matters but expresses no opinion as to the likelihood of favorable outcomes. Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date. State Derivative Litigation. On October 21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech, SG & AW Holdings, LLC, and SRI (collectively, the “Defendants”). The Complaint alleges that the Defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the Defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims, as well as a motion to strike. On September 6, 2023, the court denied in part and granted in part the pending motions. On September 7, 2023, the court entered a case management order setting the final status conference, trial, and other intervening deadlines. On December 4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint. In the Cross-Complaint, G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter alia On March 1, 2021, the Company’s former Chief Financial Officer, Robert Wolfe, and his company, Crossfield, Inc., filed a Complaint in the U.S. District Court for the District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers. In the Complaint, Mr. Wolfe and Crossfield, Inc. asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive damages. The allegations in the Complaint relate to an earlier action filed by the Company and Renovaro Biosciences Denmark ApS in the Vermont Superior Court, Orange Civil Division. On March 3, 2022, the court partially granted the Company’s motion to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen, the Company’s former Chief Executive Officer and former member of the Board of Directors, respectively. On November 29, 2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution. On August 24, 2023, the court denied the motion for summary judgment. On November 7, 2024, the Court reset the trial date for May 6, 2025. The Company denies the allegations set forth in the Complaint and will continue to vigorously defend against the remaining claim. On June 7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”) (collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware. In the Verified Complaint, Plaintiffs alleged that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS (the “Investor Rights Agreement”). According to the Verified Complaint, the Investor Rights Agreement required the Company to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement. Plaintiffs alleged that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements filed by the Company on July 13, 2020 and February 11, 2022. The Company moved to dismiss the Verified Complaint on September 15, 2023. On December 4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”). In the FAC, Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference with a contract, and several other torts. Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain declaratory relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees. The Company filed a motion to dismiss the FAC on December 18, 2023, and the court held a hearing on the Company’s motion to dismiss on November 15, 2024. At the hearing, the court dismissed (1) all claims brought on behalf of Wittekind and the Trusts, (2) the fraudulent concealment claim against the Company and others (without prejudice), and (3) the breach of contract claim against the Company related to a registration statement that was not filed in 2023. At the hearing, the court also found that punitive damages were not available to Plaintiffs. The court took the remaining issues briefed on the Company’s motion to dismiss under advisement. The Company denies Plaintiffs’ allegations and remaining claims and intends to vigorously defend against these claims. On August 24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”). The Demand seeks the Company’s books and records in connection with various issues identified in the Demand. The Company takes its obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those obligations. On January 19, 2024, Weird Science and Wittekind sent the Board of Directors a letter demanding it take corrective actions with respect to twenty-one issues identified therein. On February 27, 2024, Weird Science and Wittekind sent the Board of Directors a supplemental letter that expanded their demand for corrective actions to twenty-six issues. In response to these demand letters, the Board of Directors initially formed a Special Committee (“Special Committee”) of independent directors on February 29, 2024. The Special Committee retained Stradling Yocca Carlson & Rauth LLP as its counsel to investigate the issues identified in the demand letters. The Special Committee’s investigation is ongoing. On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against certain officers, directors, and investors of the Company, as well as other defendants, in connection with, inter alia On November 27, 2024, Weird Science and Wittekind filed a notice of appeal of the court’s decision granting the director defendants’ motion to dismiss. The appeal remains pending. On June 21, 2024, the Company filed suit against Weird Science, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the Company and two companies closely associated with Gumrukcu. In the complaint, the Company alleges that Gumrukcu and others deliberately and fraudulently concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement, which resulted in the defendants receiving shares and compensation. The Company asserts claims for fraudulent concealment, equitable fraud, unjust enrichment, and civil conspiracy and seeks, inter alia

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Dec. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8 — RELATED PARTY TRANSACTIONS As of December 31, 2024, the Company has accrued $ 384,949 On August 23, 2024, Avram Miller, a former member of the Board of Directors, forfeited 833,333 1,000,000 978,261 0.69 538,127 806,716

SEGMENT REPORTING

SEGMENT REPORTING	6 Months Ended
	Dec. 31, 2024
Segment Reporting [Abstract]
SEGMENT REPORTING	NOTE 9 — SEGMENT REPORTING For the period ending December 31, 2024, the Company had two reportable segments. These segments have different strategic and economic goals and are managed separately because they require different technology and marketing strategies. Reportable Segment Description RENB (United States) Developing new immunotherapies to combat cancer RENC (Netherlands) Developing a predicative artificial intelligence based diagnostic methodology for the use of earlier cancer detection The Company’s chief executive officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly. During the period ending December 31, 2024, there were no significant inter-company revenues or expenses. The chief operating decision maker assesses performance for each segment and decides how to allocate resources based on segment operating losses that also is reported on the consolidated statement of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of each segment are the same as those described in the summary of significant accounting policies. Schedule of segment operating loss and asset information Operating loss Assets United States $ 8,733,302 $ 2,744,766 Netherlands 49,151,567 108,595,506 $ 57,884,869 $ 111,340,272 The chief operating decision maker uses loss from operations to evaluate the performance of each segment’s assets in deciding how to allocate available capital between segments. The chief operating decision maker also uses loss from operations in their competitive analysis by benchmarking the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing the performance of the segment. Information regarding each reportable segment for the three months ended December 31, 2024, is as follows: Schedule of information regarding segment reporting RENB RENC Total General and administrative $ 3,580,953 $ 772,170 $ 4,353,123 Research and development 161,084 — 161,084 Goodwill impairment — — — Depreciation and amortization 30,529 1,580 32,109 Segment operating loss $ 3,772,566 $ 773,750 $ 4,546,316 Information regarding each reportable segment for the six months ended December 31, 2024, is as follows: RENB RENC Total General and administrative $ 8,129,401 $ 1,524,972 $ 9,654,373 Research and development 542,770 8,503 551,273 Goodwill impairment — 47,614,729 47,614,729 Depreciation and amortization 61,131 3,363 64,494 Segment operating loss $ 8,733,302 $ 49,151,567 $ 57,884,869 Geographic information: RENB and RENC are managed on a worldwide basis but operate in offices located in the United Stated and the Netherlands, respectively. The geographic information analyses the Company’s operations and assets based on the country in which each segment operates. In presenting this geographic information, segment operating results have been based on the geographic location in which the services were provided to the segment and segment assets were based on the geographic location of the assets.

ACQUISITION

ACQUISITION	6 Months Ended
	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ACQUISITION	NOTE 10 — ACQUISITION On September 28, 2023, the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement GEDi Cube Sellers Pursuant to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of GEDi Cube owned by the Sellers as of the Closing Date (each, a “GEDi Cube Share” and, collectively, the “GEDi Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the Closing Date (minus (a) 1 million shares of Common Stock previously issued to a consultant assisting with the Transaction and (b) 1 million shares of Common Stock previously issued to Avram Miller, a director of the Company, pursuant to his Advisory Agreement, dated October 11, 2023, by and between Mr. Miller and the Company) (the “Closing Consideration”) plus 5,610,100 shares of Common Stock representing the Seller’s Earnout Shares (defined below) resulting from the automatic conversion of the Company’s Series A Convertible Preferred and, (ii) following the Closing Date, such Seller’s pro rata percentage of the shares of Common Stock (the “Earnout Shares” and, together with the Closing Consideration, the “Exchange Consideration”) to be issued to the Sellers upon the exercise or conversion of any of the Company’s derivative securities (subject to certain exceptions) that are outstanding at the Closing Date (the “Closing Derivative Securities”). Each Seller’s pro rata percentage of the Exchange Consideration is equal to the ratio of the aggregate number of GEDi Cube Shares owned by such Seller divided by the aggregate number of GEDi Cube Shares issued and outstanding, in each case, as of the Closing Date. The transaction was accounted for in accordance with the provisions of ASC 805-10 - Business Combinations The assets acquired and liabilities assumed were initially recognized provisionally 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 Company completed its accounting for this acquisition during the period ended June 30, 2024. As a result of the completion of the Company’s analysis, the amount of provisional in-process research and development was determined to have a value of nil. Accordingly, the amount of goodwill recognized was increased to include the previously recognized provisional amount of in-process research and development. There was no impact to the Company’s consolidated statement of operations as a result of this change to the provisional allocation. The acquisition-date fair value of the consideration transferred totaled approximately $ 156.6 Schedule of acquisition date fair value Common stock $ 136,001,631 Contingent consideration 20,557,500 Total consideration transferred $ 156,559,131 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 fair value of the contingent consideration was based on the Sellers’ right to receive additional shares of common, pro rata, upon the exercise or conversion of warrants, options and convertible notes payables outstanding as of the Closing Date. The following table details the provisional fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of fair value of assets acquired and liabilities assumed Cash $ 65,851 Prepaid & Other Assets 151,544 Fixed Assets 16,243 Operating lease ROU 624,366 Total Assets Acquired: 858,004 Accounts Payable 583,577 Accrued Expenses 722,509 Operating Lease liability 624,367 Notes Payable 1,832,460 Total Liabilities Assumed 3,762,913 Net Assets Acquired (2,904,909 ) Goodwill 159,464,040 Total Consideration $ 156,559,131 The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Gedi Cube. 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. Consolidated unaudited pro forma information: The following consolidated pro forma information assumes that the acquisition of Renovaro Cube took place on July 1, 2023 for the statement of operations for the six month period ended December 31, 2023. These amounts have been estimated after applying the Company’s accounting policies: Schedule of consolidated proforma information Three months ended Six months ended Revenues $ — $ — Net loss $ (5,672,771 ) $ (15,977,356 ) The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS From January 10, 2025, to January 24, 2025, the Company issued Promissory Notes in the aggregate principal amount of $ 900,000 10 June 30, 2025 On February 7, 2025, the Company entered into a credit agreement with a third party with a total capacity of up to $ 4,000,000 February 6, 2030 10 Additionally, for each borrowing under the credit agreement, the lender will receive warrants equal to the quotient of the principal borrowed divided by the value of an American call option determined by the use of a Black-Scholes option pricing model as of the borrowing date. Any warrants issued will have an exercise price equal to the closing price of the Company’s common stock as quoted per NASDAQ and will have a 5-year term. On February 7, 2025, the Company entered into a credit agreement with a third party with a total capacity of up to $ 4,000,000 February 6, 2030 10 Additionally, for each borrowing under the credit agreement, the lender will receive warrants equal to the quotient of the principal borrowed divided by the value of an American call option determined by the use of a Black-Scholes option pricing model as of the borrowing date. Any warrants issued will have an exercise price equal to the closing price of the Company’s common stock as quoted per NASDAQ and will have a 5 year term.

ORGANIZATION AND SUMMARY OF S_2

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Business	Business Renovaro Biosciences is a biotechnology company intending to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) infections. Renovaro Cube is an AI-driven healthcare technology company focusing on the earliest possible detection of cancer and its recurrence. Renovaro Cube has developed a proprietary AI platform that analyzes genetics using Explainable AI to provide earlier and more accurate cancer diagnosis.
Basis of Presentation	Basis of Presentation
Consolidation	Consolidation
Accounting Estimates	Accounting Estimates
Loss Per Share	Loss Per Share 19,321,772 18,217,727
Functional Currency & Foreign Currency Translation	Functional Currency & Foreign Currency Translation
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Dec. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of contingent consideration liability	Schedule of contingent consideration liability Stock Price $ 0.84 Exercise Price $ 0.46 8.23 Volatility 120.1 158.2 Risk Free Rate 0.28 4.45 Expected Dividends 0 % Expected Term (years) 0.01 8.99
Schedule of fair value measurement on recurring basis	Schedule of fair value measurement on recurring basis Fair Value Measurements at Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) The roll forward of the contingent consideration liability is as follows: Balance June 30, 2024 — — $ 12,310,000 Fair value adjustment — — (6,660,000 ) Contingent Consideration Liability at December 31, 2024 — — $ 5,650,000

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	6 Months Ended
	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of definite-life and indefinite-life intangible assets	Schedule of definite-life and indefinite-life intangible assets Useful Life June 30, 2024 Additions Amortization Impairment Translation Adjustment December 31, 2024 Definite Life Intangible Assets Patents 20 $ 284,977 $ — $ — $ — $ (9,588 ) $ 275,389 Less Accumulated Amortization (254,934 ) — (4,929 ) — 2,327 (257,536 ) Net Definite-Life Intangible Assets $ 30,043 $ — $ (4,929 ) $ — $ (7,261 ) $ 17,853 Goodwill Goodwill 159,330,161 — — (47,614,729 ) (3,716,159 ) 107,999,273 Total Goodwill $ 159,330,161 $ — $ — $ (47,614,729 ) $ (3,716,159 ) $ 107,999,273
Schedule of expected future amortization expense	Schedule of expected future amortization expense Years ended June 30, 2025 $ 4,463 2026 4,463 2027 4,463 2028 4,464 Total $ 17,853

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Dec. 31, 2024
Equity [Abstract]
Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted	Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted Renovaro Inc. Expected term (in years) 5.5 Volatility 112.02 118.99 % Risk free interest rate 3.86 4.22 % Dividend yield 0 %

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	6 Months Ended
	Dec. 31, 2024
Segment Reporting [Abstract]
Schedule of segment operating loss and asset information	Schedule of segment operating loss and asset information Operating loss Assets United States $ 8,733,302 $ 2,744,766 Netherlands 49,151,567 108,595,506 $ 57,884,869 $ 111,340,272
Schedule of information regarding segment reporting	Schedule of information regarding segment reporting RENB RENC Total General and administrative $ 3,580,953 $ 772,170 $ 4,353,123 Research and development 161,084 — 161,084 Goodwill impairment — — — Depreciation and amortization 30,529 1,580 32,109 Segment operating loss $ 3,772,566 $ 773,750 $ 4,546,316 Information regarding each reportable segment for the six months ended December 31, 2024, is as follows: RENB RENC Total General and administrative $ 8,129,401 $ 1,524,972 $ 9,654,373 Research and development 542,770 8,503 551,273 Goodwill impairment — 47,614,729 47,614,729 Depreciation and amortization 61,131 3,363 64,494 Segment operating loss $ 8,733,302 $ 49,151,567 $ 57,884,869

ACQUISITION (Tables)

ACQUISITION (Tables)	6 Months Ended
	Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of acquisition date fair value	Schedule of acquisition date fair value Common stock $ 136,001,631 Contingent consideration 20,557,500 Total consideration transferred $ 156,559,131
Schedule of fair value of assets acquired and liabilities assumed	Schedule of fair value of assets acquired and liabilities assumed Cash $ 65,851 Prepaid & Other Assets 151,544 Fixed Assets 16,243 Operating lease ROU 624,366 Total Assets Acquired: 858,004 Accounts Payable 583,577 Accrued Expenses 722,509 Operating Lease liability 624,367 Notes Payable 1,832,460 Total Liabilities Assumed 3,762,913 Net Assets Acquired (2,904,909 ) Goodwill 159,464,040 Total Consideration $ 156,559,131
Schedule of consolidated proforma information	Schedule of consolidated proforma information Three months ended Six months ended Revenues $ — $ — Net loss $ (5,672,771 ) $ (15,977,356 )

ORGANIZATION AND SUMMARY OF S_3

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Diluted EPS	19,321,772	18,217,727

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 7,252,394	$ 44,212,035	$ 4,529,121	$ 9,175,028	$ 51,464,429	$ 13,704,149
Cash and cash equivalents	311,764				311,764		$ 220,467
Accumulated deficit	383,919,510				383,919,510		$ 332,455,081
Working capital deficit	$ 26,898,493				$ 26,898,493

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Black Scholes Option Pricing Model [Member]	6 Months Ended
	Dec. 31, 2024 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Price	$ 0.84
Expected Dividends	0%
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise Price	$ 0.46
Volatility	120.10%
Risk Free Rate	0.28%
Expected Term (years)	3 days
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise Price	$ 8.23
Volatility	158.20%
Risk Free Rate	4.45%
Expected Term (years)	8 years 11 months 26 days

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details 1)	6 Months Ended
	Dec. 31, 2024 USD ($)
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability, beginning balance
Fair value adjustment
Contingent consideration liability, ending balance
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability, beginning balance
Fair value adjustment
Contingent consideration liability, ending balance
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability, beginning balance	12,310,000
Fair value adjustment	(6,660,000)
Contingent consideration liability, ending balance	$ 5,650,000

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL (Details)	6 Months Ended
	Dec. 31, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
Net definite-life intangible assets at beginning	$ 30,043
Net definite-life intangible assets, Additions
Net definite-life intangible assets, Amortization	(4,929)
Net definite-life intangible assets, Impairment
Net definite-life intangible assets, Translation adjustment	(7,261)
Net definite-life intangible assets at ending	17,853
Total indefinite life intangible assets and goodwill at beginning	159,330,161
Total indefinite life intangible assets and goodwill, Additions
Total indefinite life intangible assets and goodwill, Amortization
Total indefinite life intangible assets and goodwill, Impairment	(47,614,729)
Total indefinite life intangible assets and goodwill, Translation adjustment	(3,716,159)
Total indefinite life intangible assets and goodwill at ending	$ 107,999,273
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	20 years
Net definite-life intangible assets at beginning	$ 284,977
Net definite-life intangible assets, Additions
Net definite-life intangible assets, Amortization
Net definite-life intangible assets, Impairment
Net definite-life intangible assets, Translation adjustment	(9,588)
Net definite-life intangible assets at ending	275,389
Less Accumulated Amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Net definite-life intangible assets at beginning	(254,934)
Net definite-life intangible assets, Additions
Net definite-life intangible assets, Amortization	(4,929)
Net definite-life intangible assets, Impairment
Net definite-life intangible assets, Translation adjustment	2,327
Net definite-life intangible assets at ending	(257,536)
Goodwill [Member]
Finite-Lived Intangible Assets [Line Items]
Total indefinite life intangible assets and goodwill at beginning	159,330,161
Total indefinite life intangible assets and goodwill, Additions
Total indefinite life intangible assets and goodwill, Amortization
Total indefinite life intangible assets and goodwill, Impairment	(47,614,729)
Total indefinite life intangible assets and goodwill, Translation adjustment	(3,716,159)
Total indefinite life intangible assets and goodwill at ending	$ 107,999,273

INTANGIBLE ASSETS AND GOODWIL_3

INTANGIBLE ASSETS AND GOODWILL (Details 1)	Dec. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 4,463
2026	4,463
2027	4,463
2028	4,464
Total	$ 17,853

INTANGIBLE ASSETS AND GOODWIL_4

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Feb. 13, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill valued	$ 159,464,039
Goodwill impairment adjustment				$ 47,614,729

DEBT (Details Narrative)

DEBT (Details Narrative)

1 Months Ended

2 Months Ended

6 Months Ended

Feb. 07, 2025 USD ($)

Jan. 24, 2025 USD ($)

Nov. 03, 2024 USD ($)

Nov. 01, 2024 USD ($)

Sep. 06, 2024 USD ($)

Feb. 05, 2024 USD ($)

Jan. 02, 2024 USD ($)

Dec. 03, 2024 USD ($)

Sep. 16, 2024 USD ($)

Dec. 20, 2023 USD ($)

Mar. 30, 2020 USD ($)

Dec. 30, 2024 USD ($)

Dec. 31, 2024 USD ($)

Dec. 03, 2024 EUR (€)

Nov. 01, 2024 EUR (€)

Sep. 06, 2024 EUR (€)

Jan. 12, 2024 USD ($) $ / shares

Nov. 03, 2023 USD ($)

Short-Term Debt [Line Items]

Principal amount

$ 4,000,000

$ 900,000

Interest rate

10%

10%

Interest expense related to note balance

$ 245,000

Maturity date

Feb. 06, 2030

Jun. 30, 2025

Paseco ApS [Member]

Short-Term Debt [Line Items]

Principal amount | €

€ 50,000

Interest rate

12%

Maturity date

Sep. 09, 2025

Note balance

$ 57,000

RS Bio [Member]

Short-Term Debt [Line Items]

Principal amount

$ 1,000,000

Gross proceeds

$ 950,000

Interest rate

12%

Note balance

$ 750,000

Original issue discount, percentage

5%

Debt discount

$ 50,000

January 2024 Note [Member]

Short-Term Debt [Line Items]

Principal amount

$ 526,315

$ 120,000

$ 125,000

Gross proceeds

$ 500,000

$ 120,000

$ 125,000

Interest rate

12%

12%

12%

Conversion price | $ / shares

$ 3.38

Description of maturity date

The December 2023 Notes bear an interest rate of 12% per annum and shall mature one year after their respective dates of issuance (the “Maturity Date”).

Maturity date

Dec. 31, 2024

Note balance

$ 526,315

December 2024 Note [Member]

Short-Term Debt [Line Items]

Principal amount

$ 1,750,000

€ 500,000

Gross proceeds

$ 1,750,000

Interest rate

10%

10%

Maturity date

Dec. 01, 2025

Dec. 31, 2024

Note balance

$ 527,000

$ 1,750,000

November 2024 Note [Member]

Short-Term Debt [Line Items]

Principal amount | €

€ 230,000

Interest rate

10%

Maturity date

Feb. 24, 2025

Note balance

$ 238,000

September 2024 Note [Member]

Short-Term Debt [Line Items]

Principal amount

$ 100,000

Gross proceeds

$ 100,000

Interest rate

12%

Maturity date

Dec. 31, 2024

Note balance

$ 100,000

February 2024 Note [Member]

Short-Term Debt [Line Items]

Principal amount

$ 105,263

Gross proceeds

$ 100,000

Interest rate

12%

Maturity date

Dec. 31, 2024

Note balance

$ 105,263

RS Bio [Member]

Short-Term Debt [Line Items]

Original issue discount, percentage

5%

5%

Promissory Note [Member]

Short-Term Debt [Line Items]

Principal amount

$ 5,000,000

Interest rate

12%

Maturity date

Nov. 01, 2024

Note balance

$ 831,497

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - Renovaro [Member]	6 Months Ended
	Dec. 31, 2024
Expected term (in years)	5 years 6 months
Dividend yield	0%
Minimum [Member]
Volatility	112.02%
Risk free interest rate	386%
Maximum [Member]
Volatility	118.99%
Risk free interest rate	422%

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Nov. 04, 2024

Oct. 17, 2024

Oct. 14, 2024

Oct. 14, 2024

Oct. 14, 2024

Aug. 02, 2024

Jun. 14, 2024

Oct. 11, 2023

Aug. 23, 2024

Dec. 31, 2024

Oct. 10, 2024

Sep. 30, 2024

Dec. 31, 2023

Sep. 30, 2023

Dec. 31, 2024

Dec. 31, 2023

Jun. 20, 2024

Jun. 20, 2023

Subsidiary, Sale of Stock [Line Items]

Stock based compensation expense

$ 558,631

$ 357,648

$ 999,228

$ 983,829

$ 916,279

$ 1,983,057

Stock based compensation expense

558,631

$ 465,372

916,279

$ 1,216,469

Unrecognized compensation cost related to non-vested options

1,633,625

1,633,625

Chief Executive Officer [Member]

Subsidiary, Sale of Stock [Line Items]

Issuance of common stock shares

250,000

Common stock for consulting services value

$ 137,500

Board of Directors Chairman [Member] | Avram Miller [Member]

Subsidiary, Sale of Stock [Line Items]

Shares forfeited

1,000,000

833,333

Purchase of stock

978,261

Exercise price

$ 0.69

Stock based compensation expense

538,127

Unrecognized compensation cost

$ 806,716

$ 806,716

Common Stock Issuances [Member]

Subsidiary, Sale of Stock [Line Items]

Issuance of common stock shares

160,000

500,000

2,000,000

Common stock for consulting services value

$ 118,400

$ 275,000

$ 1,400,000

Equity Option [Member]

Subsidiary, Sale of Stock [Line Items]

Stock option

362,904

1,600,000

Fair value

$ 190,525

$ 731,200

Expire date

Nov. 04, 2034

Oct. 14, 2034

Stock Option 1 [Member]

Subsidiary, Sale of Stock [Line Items]

Stock option

58,500

Fair value

$ 31,005

Expire date

Nov. 04, 2034

Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued

696,021

Private Placement [Member]

Subsidiary, Sale of Stock [Line Items]

Closed private placement units

5,315,215

Sale of private placement units

1,613,596

Sale of units, per value

$ 1.4726

Consideration amount

$ 2,376,181

Purchase Agreement 2023 [Member]

Subsidiary, Sale of Stock [Line Items]

Obligation to purchase

$ 20,000,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Sep. 10, 2021	Aug. 25, 2021	Feb. 06, 2020	Jan. 31, 2020	Nov. 15, 2019
Defined Benefit Plan Disclosure [Line Items]
Up-front payment					$ 10,000,000
Payment for expenditures					$ 760,000
Initial payment	$ 600,000	$ 600,000
G Tech [Member] | License Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Payment for license			$ 1,200,000	$ 1,200,000
Royalty percentage				2%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended				6 Months Ended
	Oct. 11, 2023	Aug. 23, 2024	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Stock based compensation expense			$ 558,631	$ 357,648	$ 999,228	$ 983,829	$ 916,279	$ 1,983,057
Board of Directors Chairman [Member] | Avram Miller [Member]
Related Party Transaction [Line Items]
Shares forfeited	1,000,000	833,333
Purchase of stock		978,261
Exercise price		$ 0.69
Stock based compensation expense							538,127
Unrecognized compensation cost			$ 806,716				806,716
Mark Dybul [Member]
Related Party Transaction [Line Items]
Accrued balance							$ 384,949

SEGMENT REPORTING (Details)

SEGMENT REPORTING (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating income loss	$ (4,546,316)	$ (4,270,075)	$ (57,884,869)	$ (13,154,189)
Assets	111,340,272		111,340,272		$ 163,129,450
Operating income loss	4,546,316	$ 4,270,075	57,884,869	$ 13,154,189
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating income loss			8,733,302
Assets	2,744,766		2,744,766
Operating income loss			(8,733,302)
NETHERLANDS
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating income loss			49,151,567
Assets	$ 108,595,506		108,595,506
Operating income loss			$ (49,151,567)

SEGMENT REPORTING (Details 1)

SEGMENT REPORTING (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
General and administrative	$ 4,353,123		$ 9,654,373
Research and development	161,084	$ 620,521	551,273	$ 1,187,165
Goodwill impairment	0		47,614,729
Depreciation and amortization	32,109	$ 33,162	64,494	$ 60,422
Segment operating loss	4,546,316		57,884,869
RENB [Member]
Segment Reporting Information [Line Items]
General and administrative	3,580,953		8,129,401
Research and development	161,084		542,770
Goodwill impairment	0		0
Depreciation and amortization	30,529		61,131
Segment operating loss	3,772,566		8,733,302
RENC [Member]
Segment Reporting Information [Line Items]
General and administrative	772,170		1,524,972
Research and development			8,503
Goodwill impairment	0		47,614,729
Depreciation and amortization	1,580		3,363
Segment operating loss	$ 773,750		$ 49,151,567

ACQUISITION (Details)

ACQUISITION (Details) - GEDi Cube [Member]	Feb. 13, 2024 USD ($)
Business Acquisition [Line Items]
Common stock	$ 136,001,631
Contingent consideration	20,557,500
Total consideration transferred	$ 156,559,131

ACQUISITION (Details 1)

ACQUISITION (Details 1) - USD ($)	Dec. 31, 2024	Jun. 30, 2024	Feb. 13, 2024
Business Acquisition [Line Items]
Goodwill	$ 107,999,273	$ 159,330,161
GEDi Cube [Member]
Business Acquisition [Line Items]
Cash			$ 65,851
Prepaid & Other Assets			151,544
Fixed Assets			16,243
Operating lease ROU			624,366
Total Assets Acquired:			858,004
Accounts Payable			583,577
Accrued Expenses			722,509
Operating Lease liability			624,367
Notes Payable			1,832,460
Total Liabilities Assumed			3,762,913
Net Assets Acquired			(2,904,909)
Goodwill			159,464,040
Total Consideration			$ 156,559,131

ACQUISITION (Details 2)

ACQUISITION (Details 2) - GEDi Cube [Member] - USD ($)	3 Months Ended	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Revenues
Net loss	$ (5,672,771)	$ (15,977,356)

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) $ in Millions	Feb. 13, 2024 USD ($)
GEDi Cube [Member]
Business Acquisition [Line Items]
Fair value of consideration transferred amount	$ 156.6

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Feb. 07, 2025	Jan. 24, 2025
Subsequent Events [Abstract]
Principal amount	$ 4,000,000	$ 900,000
Interest rate	10%	10%
Maturity date	Feb. 06, 2030	Jun. 30, 2025