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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 10, 2023
RENOVARO
BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38751 |
|
45-2259340 |
(State
or other jurisdiction |
|
(Commission
File Number) |
|
(I.R.S.
Employer |
of
incorporation) |
|
|
|
Identification
No.) |
2080
Century Park East, Suite 906
Los
Angeles, CA 90067
(Address of principal executive offices)
+1 (305) 918-1980
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
Common
Stock, par value $0.0001 per share |
|
RENB |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The information
set forth in Item 5.02 below is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October
10, 2023, the Board of Directors (the “Board”) of Renovaro Biosciences Inc., a Delaware corporation (the “Company”),
appointed Avram Miller to the Board, effective October 11, 2023, to fill a vacancy. Mr. Miller will serve until the Company’s 2024
Annual Meeting of Stockholders or until his successor has been duly elected and qualified.
In addition to Mr. Miller’s appointment to the Board, Mr. Miller, the
co-founder of Intel Capital, entered into an advisory agreement with the Company (the “Advisory Agreement”), pursuant
to which Mr. Miller will provide advice to the Board and the Company on various matters including strategic opportunities, capital allocation,
business development, minority investments, licensing arrangements, among others. As compensation for these services, the Company will
issue Mr. Miller 1,000,000 shares of restricted stock, 166,667 of which will vest in 2024, 444,444 will vest in 2025, and 388,889 will
vest in 2026, subject to Mr. Miller's continued service through each applicable vesting date.
The foregoing description of the Advisory Agreement is not complete and is
qualified in its entirety by reference to the full text of the Advisory Agreement, which will be included as an exhibit to our next Quarterly
Report on Form 10-Q and is incorporated into this Item 5.02 by reference.
There
are no arrangements or understandings between Mr. Miller and any other person pursuant to which he was selected as a director. There are
no family relationships between Mr. Miller and any director or executive officer of the Company, and other than the Advisory Agreement
described above, he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item 7.01 Regulation FD Disclosure.
On October
11, 2023, the Company issued a press release regarding the foregoing, which is attached to this Current Report on Form 8-K as Exhibit 99.1
and incorporated herein by reference.
This
information 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, and it shall not be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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 BIOSCIENCES, INC. |
|
|
|
By: |
/s/ Luisa Puche |
|
|
Name: Luisa Puche
Title: Chief Financial Officer |
Date: October 11, 2023
EXHIBIT 99.1
On October 11, 2023,
Renovaro Biosciences Inc. issued a press release announcing the appointment of Avram Miller to the Board of Directors.
The following is a
copy of the press release:
Avram Miller, Co-Founder
of Intel Capital, Joins Renovaro Biosciences Board of Directors
Los Angeles, October 11, 2023 (GLOBE
NEWSWIRE) – Renovaro Biosciences Inc. (NASDAQ: RENB)(Renovaro), a biotechnology corporation focusing on cell, gene, and immunotherapy,
has announced that Avram Miller will join its Board of Directors. Beyond this board position, Mr. Miller will also take on an advisory
role, contributing to the company’s strategy and business development efforts. Renovaro Biosciences has recently signed a definitive
agreement to combine with GEDiCube, a UK-based medical AI company specializing in early detection and remissions of cancer, and expedited
drug discovery (Renovaro Press Release) (GEDiCube press release). GEDiCube intends to rebrand as Renovaro.AI.
Avram Miller’s career
includes significant roles in the technology and medical industries. He co-founded Intel Capital and served as Intel’s Corporate
Vice President of Business Development. Before his career in High-Tech, he had a 13-year career in medical science. Over the last ten
years, he re-engaged his interest in utilizing technology in health care. He has been advising prominent institutions like the Cleveland
Clinic and Sheba Medical Center and coaching as well as investing in many early-stage Med-Tech startups.
Rene Sindlev, Chair of the
Board of Renovaro Biosciences, said, “Avram’s unique background in medical science and technology and, in particular, his
experience dealing with the opportunities fueled by rapid technological changes will help guide our business. We believe his vast business
experience working with companies at all stages of development will be instrumental as we move into the commercial phase of our business.”
“In my view, the impact
of AI on medicine will be as significant as the impact of the Internet on the computer industry. I was fortunate to play a role in that,
and now I am excited to have a similar opportunity. We are at an inflection point. AI should lead to personalized medicine comprised
of new diagnostics and treatments, which will have a profound impact on longevity and, in particular, health span, something I care deeply
about. I believe that Renovaro Bioscience, combined with GEDiCube, has the key elements to play a significant role in this transformation.
I am delighted to have the opportunity to assist the company as a board member and an advisor working closely with the company’s
leadership team,” said Avram Miller.
ABOUT THE COMPANY
Renovaro has developed advanced cell, gene,
and immunotherapy platforms designed to renew the body’s natural tumor-fighting capabilities against cancer and infectious diseases.
For more information on Renovaro, go to their website at www.renovarobio.com.
Forward-Looking Statements
This communication contains
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication
that address activities, events, or developments that Renovaro or GEDi Cube expects, believes or anticipates will or may occur in the
future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “create,” “intend,” “could,”
“would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,”
“future,” “build,” “focus,” “continue,” “strive,” “allow” or
the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion
of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements
are not forward-looking. These forward-looking statements include but are not limited to, statements regarding the proposed Transaction,
the expected closing of the proposed Transaction and the timing thereof, and as adjusted descriptions of the post-transaction company
and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated
uses thereof, synergies, opportunities, and anticipated future performance. Information adjusted for the proposed Transaction should
not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this communication. These include the risk that cost savings, synergies and
growth from the proposed Transaction may not be fully realized or may take longer to realize than expected; the possibility that shareholders
of Renovaro may not approve the issuance of new shares of Renovaro common stock in the proposed Transaction; the risk that a condition
to closing of the proposed Transaction may not be satisfied, that either party may terminate the Transaction Agreement or that the closing
of the proposed Transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the proposed Transaction; the occurrence of any other event, change
or other circumstances that could give rise to the termination of the stock purchase agreement relating to the proposed Transaction;
the risk that changes in Renovaro’s capital structure and governance could have adverse effects on the market value of its securities
and its ability to access the capital markets; the ability of Renovaro to retain its Nasdaq listing; the ability of GEDi Cube to retain
customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on GEDi Cube’s operating
results and business generally; the risk the proposed Transaction could distract management from ongoing business operations or cause
Renovaro and/or GEDi Cube to incur substantial costs; the risk that GEDi Cube may be unable to reduce expenses; the impact of the COVID-19
pandemic, any related economic downturn; the risk of changes in regulations effecting the healthcare industry; and other important factors
that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Renovaro’s
or GEDi Cube’s control, including those detailed in Renovaro’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K that are available on Renovaro’s website at www.renovarobio.com and on the website of the Securities
and Exchange Commission (the “SEC”) at www.sec.gov. All forward-looking statements are based on assumptions that Renovaro
and GEDi Cube believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and neither Renovaro nor GEDi Cube undertakes any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
No Offer or Solicitation
This report is not intended
to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional
Information Regarding the Merger Will Be Filed with the SEC and Where to Find It
In connection with the proposed
Transaction, Renovaro intends to file a proxy statement (the “proxy statement”), and will file other documents regarding
the proposed Transaction with the SEC. INVESTORS AND SECURITYHOLDERS OF RENOVARO ARE URGED TO CAREFULLY AND THOROUGHLY READ,
WHEN THEY BECOME AVAILABLE, THE PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED
BY RENOVARO WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENOVARO, GEDI CUBE AND THE PROPOSED TRANSACTION, THE
RISKS RELATED THERETO AND RELATED MATTERS.
Once complete, a definitive
proxy statement will be mailed to the stockholders of Renovaro. Investors will be able to obtain free copies of the proxy statement,
as may be amended from time to time, and other relevant documents filed by Renovaro with the SEC (when they become available) through
the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Renovaro, including the proxy statement (when
it becomes available), will be available free of charge from Renovaro’s website at www.renovarobio.com under the “Financials”
tab.
Participants in the Solicitation
Renovaro and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Renovaro in connection
with the proposed Transaction. Information about Renovaro’s directors and executive officers is set forth in Renovaro’s definitive
proxy statement for the 2023 annual meeting of stockholders filed with the SEC on May 16, 2023, and the proxy statement (when it becomes
available). Other information regarding the interests of such individuals, as well as information regarding other persons who may be
deemed participants in the proposed Transaction, will be set forth in the proxy statement and other relevant materials to be filed with
the SEC when they become available. Stockholders of Renovaro, potential investors, and other readers should read the proxy statement
carefully when it becomes available before making any voting or investment decisions.
Contact: ir@renovarobio.com
Source: Renovaro Bioscience
Inc.
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