RenovaRo Inc. Signs Material Definitive Agreement

TL;DR

RenovaRo Inc. just signed a big deal, could be a game-changer.

AI Summary

On January 1, 2025, RenovaRo Inc. entered into a material definitive agreement. The company, formerly known as Enochian Biosciences Inc. and Renovaro Biosciences Inc., is incorporated in Delaware and operates in the Pharmaceutical Preparations sector.

Why It Matters

This filing indicates a significant new contract or partnership for RenovaRo Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• RenovaRo Inc. (company) — Registrant
• Enochian Biosciences Inc. (company) — Former Company Name
• Renovaro Biosciences Inc. (company) — Former Company Name
• January 1, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share RENB The Nasdaq Stock Mar
• $3.00 — d stock is automatically redeemable for $3.00 per share after 18 months and may also
• $4.50 — o's common stock has traded at or above $4.50 per share for 30 consecutive trading da
• $1.07 — f Predictive Oncology's common stock at $1.07 per share. The parties have agreed to e
• $15 million — is subject to a minimum fundraising of $15 million by Renovaro, as well as formal approval
• $1,000,000 — additional investment of not less than $1,000,000, will entitle Renovaro to a two-year ex

Filing Documents

• e6266_8-k.htm (8-K) — 28KB
• e6266_ex1-1.htm (EX-1.1) — 25KB
• e6266_ex99-1.htm (EX-99.1) — 17KB
• image_001.jpg (GRAPHIC) — 7KB
• 0001731122-25-000037.txt ( ) — 264KB
• renb-20250101.xsd (EX-101.SCH) — 3KB
• renb-20250101_lab.xml (EX-101.LAB) — 33KB
• renb-20250101_pre.xml (EX-101.PRE) — 24KB
• e6266_8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 6, 2025, Renovaro Inc. ("Renovaro") announced that it entered into a binding letter of intent with Predictive Oncology Inc. (NASDAQ: POAI) ("Predictive Oncology") for Predictive Oncology to be acquired by Renovaro in exchange for preferred stock of Renovaro. Under the terms of the binding letter of intent, Predictive Oncology will be merged into Renovaro in exchange for a newly created series of preferred stock of Renovaro. The preferred stock will be issued to shareholders of Predictive Oncology in a 1:1 exchange for their existing Predictive Oncology common stock. The preferred stock is automatically redeemable for $3.00 per share after 18 months and may also be converted to freely tradeable, registered Renovaro common stock at a 1:1 conversion ratio by either the holders thereof or Renovaro at any time after Renovaro's common stock has traded at or above $4.50 per share for 30 consecutive trading days. Renovaro also has the right to redeem the preferred stock for cash at a redemption price of $3.00 per share (i) if the trading price of its common stock is $3.00 or less or (ii) such preferred stock has not been converted within 30 days after the first date on which the holder could request such conversion as described above. Notwithstanding the foregoing, if holders of Predictive Oncology's Series A and Series B warrants do not exercise their warrants before January 15, 2025, Renovaro has agreed to purchase up to 2.33 million shares of Predictive Oncology's common stock at $1.07 per share. The parties have agreed to enter into definitive documentation for the merger by no later than February 28, 2025. The merger is subject to a minimum fundraising of $15 million by Renovaro, as well as formal approval by the shareholders of Predictive Oncology. A failure to obtain shareholder approval within sixty days from the parties' execution of the definitive agreement, and so long as Renovaro has purchased

01

Item 7.01 Regulation FD Disclosure. On January 6, 2025, the Company issued a press release announcing that it had entered into a binding letter of intent with Predictive Oncology for Predictive Oncology to be acquired by Renovaro in exchange for preferred stock of Renovaro, the entire text of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be filed.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 1.1 Letter of Intent between Predictive Oncology and Renovaro. 99.1 Press Release of Renovaro Inc. dated January 6, 2025. 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/ David Weinstein Name: David Weinstein Title: Chief Executive Officer Date: January 7, 2025

View Full Filing

View this 8-K filing on SEC EDGAR