Form SC 13G - Statement of acquisition of beneficial ownership by individuals
October 06 2023 - 3:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Renovaro
Biosciences Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
June
26, 2023 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Page 1 of 10 Pages)
SCHEDULE
13G
CUSIP
NO. 29350E104 |
Page
2 of 10 |
1. |
Name
of Reporting Persons
Paseco
ApS |
2. |
Check
the Appropriate Box if a Member of a Group (SEE INSTRUCTIONS)
(a) ☐
(b) ☒ |
3.
|
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Denmark |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting Person
With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
5,003,162 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
5,003,162 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,008,162 |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
7.7% |
12. |
Type
of Reporting Person (SEE INSTRUCTIONS)
FI |
SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 3 of 10 |
1. |
Name
of Reporting Persons
Ole Abildgaard |
2. |
Check
the Appropriate Box if a Member of a Group (SEE INSTRUCTIONS)
(a) ☐
(b) ☒ |
3.
|
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Denmark |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting Person
With |
5. |
Sole
Voting Power
5,000 |
6. |
Shared
Voting Power
5,008,162 |
7. |
Sole
Dispositive Power
5,000 |
8. |
Shared
Dispositive Power
5,008,162 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,008,162 |
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
7.7% |
12. |
Type
of Reporting Person (SEE INSTRUCTIONS)
CP |
SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 4 of 10 |
Item 1. |
(a) |
Name of Issuer: |
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Renovaro
Biosciences Inc. |
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(b) |
Address of Issuer’s
Principal Executive Offices: |
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2080
Century Park East, Suite 906
Los
Angeles, CA 90067
United
States of America |
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Item 2. |
(a) |
Name of Person Filing: |
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This
Schedule 13G is filed by the following (the “Reporting Persons”): (1) Paseco ApS (“Paseco”) and (2) Ole Abildgaard
(the “CP”). Paseco is a private investment vehicle. The CP is the Chief Executive Officer and sole shareholder of Paseco.
Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly beneficially
owned by such Reporting Person. |
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|
(b) |
Address of Principal Business
Office, or if None, Residence: |
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Paseco
ApS
Vedbaek Strandvej
506
2950 Vedbaek
Denmark
Ole Abildgaard
Vedbaek Strandvej
506
2950 Vedbaek
Denmark
|
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(c) |
Citizenship: |
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Paseco
ApS – Denmark
Ole
Abildgaard – Denmark |
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(d) |
Title of Class of Securities: |
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Common Stock, par value
$0.0001 per share |
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(e) |
CUSIP Number: |
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29350E104 |
SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 5 of 10 |
Item 3. |
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If this statement
is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
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(a) |
☐ |
Broker or dealer registered
under Section 15 of the Act (15 U.S.C. 78c). |
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(b) |
☐ |
Bank as defined in Section
3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
☐ |
Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
☐ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
☐ |
An investment adviser in
accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
☐ |
A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
☐ |
A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
☐ |
A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
☒ |
A
non-U.S. institution in accordance with s.240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with s.240.13d-1(b)(1)(ii)(J),
please specify the type of institution: Investment Company.
|
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(k) |
☐ |
Group,
in accordance with s.240.13d-1(b)(1)(ii)(K).
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SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 6 of 10 |
Item 4. |
Ownership. |
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Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially
owned:1 |
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|
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|
Paseco
ApS – 5,003,162
Ole
Abildgaard – 5,008,162 |
|
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(b) |
Percent of
class:2 |
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Paseco
ApS – 7.7%
Ole
Abildgaard – 7.7% |
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(c) |
Number of shares
as to which the person has: |
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(i) |
Sole power to vote or to
direct the vote |
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|
Paseco
ApS – 0
Ole
Abildgaard – 5,000 |
|
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|
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(ii) |
Shared power to vote or
to direct the vote |
|
|
|
Paseco
ApS – 5,003,162
Ole
Abildgaard – 5,003,162 |
|
|
|
|
|
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(iii) |
Sole power to dispose or
to direct the disposition of |
|
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|
Paseco
ApS – 0
Ole
Abildgaard – 5,000 |
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of |
|
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|
Paseco
ApS – 5,003,162
Ole
Abildgaard – 5,003,162 |
1. | Mr.
Abildgaard is the Chief Executive Officer, and sole shareholder of Paseco ApS (“Paseco”).
Thus, Mr. Abildgaard and Paseco have shared voting and investment power over the shares of
Common Stock of the Issuer directly held by Paseco. As of June 26, 2023, Paseco directly
owns (i) 3,462,292 shares of Common Stock, and (ii) warrants exercisable into 1,540,870 shares
of Common Stock and Mr. Abildgaard directly owns 5,000 shares of Common Stock. |
2. | The
percentages of beneficial ownership contained herein are based on 63,698,144 shares of Common
Stock outstanding after giving effect to the private placement which closed on June 26, 2023
plus 1,540,870 shares of Common Stock issuable upon exercise of the warrants to purchase
Common Stock held directly by Paseco. |
SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 7 of 10 |
Item 5. |
Ownership of 5 Percent
or Less of a Class. |
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following [_]. |
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N/A |
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Item 6. |
Ownership of More Than
5 Percent on Behalf of Another Person. |
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If any other person is
known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
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N/A |
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Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company
or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. |
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N/A |
SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 8 of 10 |
Item 8. |
Identification and Classification
of Members of the Group. |
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If a group has filed this
schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d),
attach an exhibit stating the identity of each member of the group. |
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N/A |
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Item 9. |
Notice of Dissolution of
Group. |
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Notice of dissolution of
a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5. |
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N/A |
Item 10. |
Certification. |
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a-11. |
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By signing below I certify
that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment companies in Denmark is substantially
comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to
the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 9 of 10 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
October
6, 2023
(Date)
Paseco
ApS* |
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By:
|
Ole
Abildgaard |
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By: |
/s/
Ole Abildgaard |
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(Signature) |
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Ole Abildgaard, Chief Executive Officer |
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(Name/Title) |
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Ole
Abildgaard* |
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By:
|
/s/
Ole Abildgaard |
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(Signature) |
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Ole Abildgaard |
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(Name/Title) |
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* | This
Reporting Person disclaims beneficial ownership of the reported securities except to the
extent of his or its pecuniary interest therein, and this report shall not be deemed an admission
that such Reporting Person is the beneficial owner of the securities for purposes of Section
16 of the Securities Exchange Act of 1934, or for any other purpose. |
SCHEDULE
13G
CUSIP NO. 29350E104 |
Page 10 of 10 |
LIST
OF EXHIBITS
EXHIBIT
99.1
JOINT
FILING AGREEMENT
The
undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the
timely filing of such Schedule 13G, and for the completeness and accuracy of the information concerning such person contained therein;
but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree
to the joint filing with each other on behalf of each of them of such Schedule 13G with respect to the Common Stock of the Issuer, beneficially
owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
Paseco
ApS |
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By: |
Ole Abildgaard |
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By:
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/s/
Ole Abildgaard |
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(Signature) |
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Ole
Abildgaard, Chief Executive Officer |
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(Name/Title) |
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Ole
Abildgaard |
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By: |
/s/
Ole Abildgaard |
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(Signature) |
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