Renovaro Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Renovaro Inc. filed an 8-K on 6/14/24 detailing a material agreement and equity sales.

AI Summary

Renovaro Inc. announced on June 14, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and other events. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce uncertainty and potential dilution, warranting a medium risk assessment.

Key Players & Entities

• Renovaro Inc. (company) — Registrant
• June 14, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share RENB The Nasdaq Stock Mar
• $1.4726 — issuance and have an exercise price of $1.4726 per share, payable in cash. The Privat
• $5,801,012 — who paid in cash an aggregate amount of $5,801,012 in consideration of the Units. Additio
• $3,187,062 — nvestors who surrendered and terminated $3,187,062 in aggregate principal amount and inter
• $478,059 — and paid in cash an aggregate amount of $478,059 to the Company in consideration of the
• $467,867 — Investor who surrendered and terminated $467,867 in aggregate principal amount and inter
• $66,000 — and paid in cash an aggregate amount of $66,000 to the Company in consideration of the

Filing Documents

• e5764_8k.htm (8-K) — 34KB
• e5764_ex4-1.htm (EX-4.1) — 59KB
• e5764_ex10-1.htm (EX-10.1) — 106KB
• e5764_ex99-1.htm (EX-99.1) — 5KB
• 0001731122-24-001001.txt ( ) — 417KB
• renb-20240614.xsd (EX-101.SCH) — 3KB
• renb-20240614_lab.xml (EX-101.LAB) — 33KB
• renb-20240614_pre.xml (EX-101.PRE) — 22KB
• e5764_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information under Item 3.02 below is incorporated by reference into this Item 1.01.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On June 14, 2024, Renovaro Inc., a Delaware corporation (the " Company ") closed a private placement (the " Private Placement ") of 6,421,256 of the Company's units (the " Units "), each such Unit consisting of (i) one share of the Company's common stock, $0.0001 par value per share (the " Common Stock ") and (ii) one common stock purchase warrant (each, a " Warrant ", and together with the Units and the shares of Common Stock, the " Securities ") to purchase one-tenth of a share of Common Stock, with certain investors (each, an " Investor "). The Warrants are exercisable for five years from the date of issuance and have an exercise price of $1.4726 per share, payable in cash. The Private Placement was completed pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (" Regulation S "). In connection with the Private Placement, each Investor executed a Subscription Agreement (each, a " Subscription Agreement ") in the form of Exhibit 10.1 attached hereto. In the Private Placement, the Company sold 3,939,299 Units at a price per Unit equal to $1.4726 to a certain investor who paid in cash an aggregate amount of $5,801,012 in consideration of the Units. Additionally, the Company sold 2,164,242 Units to certain Investors who surrendered and terminated $3,187,062 in aggregate principal amount and interest accrued thereon of certain convertible promissory notes issued by the Company in 2023 and 2024 and paid in cash an aggregate amount of $478,059 to the Company in consideration of the Units. Additionally, the Company sold 317,715 Units to an Investor who surrendered and terminated $467,867 in aggregate principal amount and interest accrued thereon of a convertible promissory note in 2023 and paid in cash an aggregate amount of $66,000 to the Company in consideration of the Units. The Company intends to use the net proceeds from the Private Placement for general corporate purposes. Each Su

01 Other Events

Item 8.01 Other Events. On June 14, 2024, the Company issued a press release regarding the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 8.01 and in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Exhibit 4.1 Form of Warrant 10.1 Form of Subscription Agreement 99.1 Press Release dated June 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RENOVARO INC. By: /s/ Simon Tarsh Name: Simon Tarsh Title: Interim Chief Financial Officer Date: June 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR