Abildgaard Ole Form 4 RENOVARO / Ole Abildgaard ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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

1. Name and Address of Reporting Person^*

Abildgaard Ole

(Last) (First) (Middle)

VEDBAEK STRANDVEJ 506

(Street)

VEDBAEK G7 2970

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2023

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2024		C		3,436,190	A	(1)	7,898,482	I	See Footnote(2)
Common Stock	10/03/2023		A		500,000	A	$0	7,398,482	I	See Footnote(2)
Common Stock	08/22/2023		A		500,000	A	$0	6,898,482	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$0(3)	02/13/2024		C			343,619	08/01/2023	(4)	Common Stock	3,436,190	$0	0	I	See Footnote(2)

Explanation of Responses:

1. Shares of Series A Convertible Preferred Stock ("Preferred Stock") automatically converted into shares of common stock on a 1-for-10 basis pursuant to their terms upon the closing of the issuer's acquisition of GEDi Cube Int. Ltd. pursuant to that certain Stock Purchase Agreement, dated September 28, 2023, by and among the issuer, GEDi Cube Intl Ltd., the other sellers party thereto, and Yalla Yalla Ltd., in its capacity as the representative of the sellers.

2. The reported securities are held directly by Paseco ApS. Ole Abildgaard, as Chief Executive Officer and sole shareholder of Paseco ApS, beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Mr. Abildgaard also directly owns 5,000 shares of the common stock of the issuer.

3. The Preferred Stock is convertible into common stock on a 1-for-10 basis.

4. The Preferred Stock is perpetual and has no expiration date.

	/s/ Ole Abildgaard	02/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.