What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-05-12 · 1071 added, 1004 removed, 177 unchanged (92% of the section changed)

Financial Statements.

The accompanying financial

statements have been prepared in accordance with generally accepted accounting principles for interim financial information and

in accordance with the instructions for Form 10-Q.

Accordingly, they do not include all of the information and footnotes required

by generally accepted accounting principles for complete financial statements.

In the opinion of management,

the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present

fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the periods

ended March 31, 2023, are not necessarily indicative of the results of operations for the full year.

These financial statements

and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s

Form 10-K for the fiscal year ended June 30, 2022, filed with the Securities and Exchange Commission on February 27, 2023.

ENOCHIAN BIOSCIENCES INC.

The accompanying financial statements

have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with

the instructions for Form 10-Q.

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting

principles for complete financial statements.

In the opinion of management, the

financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the

financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended

September 30, 2023, are not necessarily indicative of the results of operations for the full year.

These financial statements and related

footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K

for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission on October 2, 2023.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

and other assets

September 30,

CURRENT ASSETS:

and equipment, net

life intangible assets, net

and other assets

lease right-of-use assets

payable – trade

current liabilities

consideration liability

notes payable

portion of operating lease liabilities

Notes receivable

Prepaids and other assets

Total Current Assets

Property and equipment, net

OTHER ASSETS:

Definite life intangible assets, net

Indefinite life intangible assets

Deposits and other assets

Operating lease right-of-use assets

Total Other Assets

CURRENT LIABILITIES:

Accounts payable – trade

Accrued expenses

Other current liabilities

Current portion of operating lease liabilities

Notes payable, net

lease liabilities, net of current portion

Convertible notes payable

Total Current Liabilities

NON-CURRENT LIABILITIES:

and Contingencies

STOCKHOLDERS’

stock, $ 0.0001 par value;

Operating lease liabilities, net of current portion

Total Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:

Preferred stock, $ 0.0001

shares authorized;

no shares issued and outstanding

stock, par value $ 0.0001 , 100,000,000 shares authorized, 57,983,591 shares issued and outstanding at March 31, 2023, and 53,007,082 shares

issued and outstanding at June 30, 2022

paid-in capital

Series A Convertible Preferred;1,000,000 shares designated;

shares issued and outstanding at September 3 0 ,

2023 and zero shares issued and outstanding at June 30, 2023

Common Stock, par value $ 0.0001 , 100,000,000 shares authorized, 65,698,144 shares issued and outstanding at September 30, 2023, and 63,698,144 shares issued and outstanding at June 30, 2023

Additional paid-in capital

Accumulated deficit

( 253,204,281 )

( 244,029,253 )

other comprehensive loss

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to the unaudited condensed

consolidated financial statements.

ENOCHIAN BIOSCIENCES INC.

Accumulated other comprehensive loss

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

the Nine Months Ended

and administrative

and development

and amortization

For the Three Months Ended

September 30,

Operating Expenses

FROM OPERATIONS

( 4,063,436 )

( 4,034,556 )

( 15,621,918 )

( 17,870,020 )

Income (Expense)

on extinguishment of contingent consideration

in fair value of contingent consideration

( 2,078,994 )

( 5,070,891 )

and other income (expense)

Other Income (Expense)

General and administrative

Research and development

Depreciation and amortization

Total Operating Expenses

LOSS FROM OPERATIONS

( 8,884,114 )

( 7,190,616 )

Before Income Taxes

Other Income (Expenses)

Loss on extinguishment of debt

Loss on extinguishment of contingent consideration liability

Interest expense

Interest and other income

Total Other Income (Expenses)

Loss Before Income Taxes

( 9,175,028 )

( 7,699,760 )

Income Tax (Expense) Benefit

$ ( 9,175,028 )

$ ( 7,699,760 )

Tax (Provision) Benefit

BASIC AND DILUTED NET LOSS PER SHARE

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC AND DILUTED

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

For the Three Months Ended

September 30,

$ ( 9,175,028 )

$ ( 7,699,760 )

Other Comprehensive Loss

Foreign Currency Translation, net of taxes

Comprehensive Loss

$ ( 9,209,629 )

$ ( 7,707,514 )

AND DILUTED NET LOSS PER SHARE

AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC AND DILUTED

See accompanying notes to the unaudited condensed

consolidated financial statements.

ENOCHIAN BIOSCIENCES INC.

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED

STATEMENTS OF COMPREHENSIVE LOSS

the Three Months Ended

the Nine Months Ended

$ ( 4,328,296 )

$ ( 6,201,465 )

$ ( 16,485,804 )

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

# of Series A Preferred Shares

Preferred Shares Amount

# of Common Shares

Common Shares Amount

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

( 204,345,197 )

Comprehensive (Loss)

currency translation, net of taxes

Comprehensive

Stock issued pursuant to warrants exercised

Shares issued for earn-out

Stock-based compensation

( 7,699,760 )

Foreign currency translation adjustment

September 30, 2022

$ 282,402,437

$ ( 212,044,957 )

See accompanying notes to the unaudited condensed

consolidated financial statements.

ENOCHIAN BIOSCIENCES INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Paid-In Capital

Other Comprehensive Income

( 244,029,253 )

issued pursuant to warrants exercised

Contingent shares issued pursuant to acquisition agreement

currency translation adjustment

Issuance of preferred stock and warrants in private placement

Issuance of preferred stock and warrants for conversion

of $2 million Note

Restricted shares issued for services rendered

Stock-based compensation

( 9,175,028 )

issued in lieu of interest on $1.2 million notes payable extension

currency translation adjustment

( 9,175,028 )

and warrants issued pursuant to private placement offering

shares issued for services rendered

currency translation adjustment

Foreign currency translation adjustment

September 30, 2023

$ 300,008,449

Paid-In Capital

Other Comprehensive Income

currency translation adjustment

$ ( 253,204,281 )

issued pursuant to warrants exercised

issued pursuant to LPC purchase agreement

issued for fully vested RSUs

shares converted to shares for services rendered

currency translation adjustment

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 9,175,028 )

shares issued pursuant to acquisition agreement

issued pursuant to LPC purchase agreement

issued for fully vested RSUs

currency translation adjustment

$ ( 7,699,760 )

See accompanying notes to the unaudited condensed

consolidated financial statements.

ENOCHIAN BIOSCIENCES INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH

the Nine Months Ended

FLOWS FROM OPERATING ACTIVITIES:

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:

Depreciation and amortization

Loss on extinguishment of debt

Loss on extinguishment of contingent consideration liability

Stock based compensation expense

Restricted shares for services rendered

Amortization of discount of notes payable

Changes in assets and liabilities:

Other receivables

Prepaid expenses/deposits

Accounts payable

Accrued expenses

Other current liabilities

Operating leases, net

NET CASH USED IN OPERATING ACTIVITIES

( 2,777,207 )

( 2,653,674 )

TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:

and amortization

on extinguishment of contingent consideration liability

in contingent consideration liability

based compensation expense

of discount on notes payable

in assets and liabilities:

expenses/deposits

current liabilities

CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Notes receivable

( 1,057,875 )

NET CASH USED IN INVESTING ACTIVITIES

( 1,057,875 )

FLOWS FROM INVESTING ACTIVITIES:

of property and equipment

CASH USED IN INVESTING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

from exercise of warrants

of finance agreement

from 2023 private placement

from LPC equity agreement

CASH PROVIDED BY FINANCING ACTIVITIES

of exchange rates on cash

CHANGE IN CASH

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible promissory notes

Repayment of finance agreement

Proceeds from private placement

Proceeds from exercise of warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rates on cash

NET CHANGE IN CASH

( 1,351,006 )

( 1,200,224 )

BEGINNING OF PERIOD

END OF PERIOD

DISCLOSURES OF CASH FLOW INFORMATION

paid during the period for:

DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES

shares issued pursuant to acquisition agreement

agreement entered into in exchange for prepaid assets

issued in lieu of interest on $1.2 million notes payable extension

See accompanying notes to the unaudited condensed

consolidated financial statement.

ENOCHIAN BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES

Conversion of note payable for issuance of preferred stock

Common shares issued for contingent earn out liability

Debt discount related to convertible promissory notes

See accompanying notes to the unaudited condensed consolidated

financial statements.

NOTE 1 — THE BUSINESS AND SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

Business – Enochian

Biosciences Inc., (“Enochian,” or “Registrant”, and together with its subsidiaries, the “Company”,

“we” or “us”) engages in the research and development of pharmaceutical and biological products for the

treatment of Cancer, HIV, and HBV and other infectious diseases with the intent to manufacture said products.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Business – In

August 2023, the Company changed its corporate name from Enochian Biosciences Inc.

to Renovaro Biosciences Inc., (“Renovaro”,

and together with its subsidiaries, the “Company”, “we” or “us”).

The Company engages in the research

and development of pharmaceutical and biological products for the treatment of cancer, HIV, and HBV with the intent to manufacture said

Going Concern – These

financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets

and discharge its liabilities in the normal course of business.

The Company has not generated any revenue, has incurred substantial

recurring losses from continuing operations and has an accumulated deficit of $ 220,831,001 as of March 31, 2023.

The continuation

of the Company as a going concern is dependent upon (i) its ability to successfully obtain FDA approval of its product candidates,

(ii) its ability to obtain any necessary debt and/or equity financing, and (iii) its ability to generate profits from the Company’s

future operations.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for

a period of one year from the issuance of these financial statements.

These financial statements do not include any adjustments

to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should

the Company be unable to continue as a going concern.

financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and

discharge its liabilities in the normal course of business.

The Company has not generated any revenue, has incurred substantial recurring

losses from continuing operations and has an accumulated deficit of $ 253,204,281 as of September 30, 2023.

The continuation of the Company

as a going concern is dependent upon (i) its ability to successfully obtain FDA approval of its product candidates, (ii) its ability to

obtain any necessary debt and/or equity financing, and (iii) its ability to generate profits from the Company’s future operations.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from

the issuance of these financial statements.

These financial statements do not include any adjustments to the recoverability and classification

of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going

Basis of Presentation –

– The Company prepares consolidated financial statements in accordance with accounting principles generally accepted

in the United States of America (“U.S.

The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and follows the rules and regulations of the U.S.

Securities and Exchange

Commission (“SEC”).

Securities and Exchange Commission (“SEC”).

The accompanying financial statements are unaudited.

In the opinion of management, all adjustments

(which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and

cash flows at March 31, 2023, and 2022 and for the periods then ended have been made.

Certain information and footnote disclosures

normally included in financial statements prepared in accordance with U.S.

In the opinion of management, all adjustments (which include only normal recurring

adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2023, and 2022

and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements

prepared in accordance with U.S.

GAAP have been condensed or omitted.

The accompanying

unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto

included in the Company’s June 30, 2022, audited financial statements.

The results of operations for the periods ended March

31, 2023, and 2022 are not necessarily indicative of the operating results for the full year.

Consolidation –

For the three and nine months ended March 31, 2023, and 2022, the condensed consolidated financial statements include the accounts

and operations of the Registrant and its subsidiaries.

All material inter-company transactions and accounts have been eliminated

in the consolidation.

The accompanying unaudited condensed consolidated financial statements

should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2023, audited financial

The results of operations for the periods ended September 30, 2023, and 2022 are not necessarily indicative of the operating

results for the full year.

Consolidation – For

the three months ended September 30, 2023, and 2022, the condensed consolidated financial statements include the accounts and operations

of the Registrant and its subsidiaries.

All material inter-company transactions and accounts have been eliminated in the consolidation.

Accounting Estimates –

– The preparation of financial statements in conformity with generally accepted accounting principles requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets

and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Actual results could differ from those estimated.

Significant estimates include the fair value and potential impairment of intangible

assets, and fair value of equity instruments issued.

Functional Currency &

Foreign Currency Translation – The functional currency of Enochian Denmark is the Danish Kroner (“DKK”).

The Company’s reporting currency is the U.S.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the

date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Actual results could differ

from those estimated.

Significant estimates include the fair value and potential impairment of intangible assets, and fair value of equity

instruments issued.

Functional Currency & Foreign

Currency Translation – The functional currency of Renovaro Denmark is the Danish Kroner (“DKK”).

The Company’s

reporting currency is the U.S.

Dollar for the purpose of these financial statements.

The Company’s balance

sheet accounts are translated into U.S.

dollars at the period-end exchange rates and all revenue and expenses are translated into

dollars at the average exchange rates prevailing during the periods ended March 31, 2023, and 2022.

Translation gains and

losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity.

Transaction gains

and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency

are included in the statement of operations as incurred.

ENOCHIAN BIOSCIENCES INC.

The Company’s balance sheet accounts are translated

dollars at the period-end exchange rates and all revenue and expenses are translated into U.S.

dollars at the average exchange

rates prevailing during the periods ended September 30, 2023, and 2022.

Translation gains and losses are deferred and accumulated as a

component of other comprehensive income in stockholders’ equity.

Transaction gains and losses that arise from exchange rate fluctuations

from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (Continued)

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents –

– The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash

The Company had balances held in financial institutions in Denmark and in the United States in excess of federally

insured amounts at March 31, 2023, and June 30, 2022, of $ 2,594,707 and $ 8,805,495 , respectively.

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Company had balances held in financial institutions in Denmark and in the United States in excess of federally insured amounts at September

30, 2023, and June 30, 2023, of $ 144,568 and $ 1,526,990 , respectively.

Property and Equipment –

Property and equipment are stated at cost.

Expenditures for major renewals and betterments that extend the useful lives

of property and equipment are capitalized and depreciated upon being placed in service.

Expenditures for maintenance and repairs

are charged to expense as incurred.

Depreciation is computed for financial statement purposes on a straight-line basis over the

estimated useful lives of the assets, which range from four to ten years (see Note 4.)

Expenditures for major renewals and betterments that extend the useful lives of property and

equipment are capitalized and depreciated upon being placed in service.

Expenditures for maintenance and repairs are charged to expense

Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the

assets, which range from four to ten years (see Note 4.)

Intangible Assets – The

Company has both definite and indefinite life intangible assets.

Definite life intangible assets

include patents.

The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”.

Intangible assets

The Company has both definite and indefinite life intangible assets.

Definite life intangible

assets include patents.

The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible

Intangible assets are recorded at cost.

are recorded at cost.

Patent costs consist of costs incurred to acquire the underlying patent.

If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense.

assets are amortized on a straight-line basis over their estimated useful life.

The estimated useful life of patents is twenty

years from the date of application.

Indefinite life intangible

assets include license agreements and goodwill.

The Company accounts for indefinite life intangible assets in accordance with ASC

350, “Goodwill and Other Intangible Assets”.

License agreement costs represent the fair value of the license agreement

on the date acquired and are tested annually for impairment, as well as whenever events or changes in circumstances indicate the

carrying value may not be recoverable.

Goodwill is not amortized but is evaluated for impairment annually as of June 30 th of each fiscal year or whenever events

or changes in circumstances indicate the carrying value may not be recoverable.

Impairment of Goodwill

and Indefinite Lived Intangible Assets – We test for goodwill impairment at the reporting unit level, which is one level

below the operating segment level.

Our detailed impairment testing involves comparing the fair value of each reporting unit to

its carrying value, including goodwill.

Fair value reflects the price a market participant would be willing to pay in a potential

sale of the reporting unit and is based on discounted cash flows or relative market-based approaches.

If the carrying value of

the reporting unit exceeds its fair value, we record an impairment loss for such excess.

The annual fair value analysis performed

on goodwill supported that goodwill was not impaired as of June 30, 2022, and no impairment is deemed necessary as of March 31,

2023 (see Note 5.)

If it is determined that a patent will

not be issued, the related remaining capitalized patent costs are charged to expense.

Intangible assets are amortized on a straight-line

basis over their estimated useful life.

The estimated useful life of patents is twenty years from the date of application.

Indefinite life intangible assets

include license agreements and goodwill.

The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill

and Other Intangible Assets”.

License agreement costs represent the fair value of the license agreement on the date acquired and

are tested annually for impairment, as well as whenever events or changes in circumstances indicate the carrying value may not be recoverable.

Goodwill – Goodwill

is not amortized but is evaluated for impairment annually as of June 30 th of each fiscal year or whenever events or changes

in circumstances indicate the carrying value may not be recoverable.

Impairment of Goodwill and Indefinite

Lived Intangible Assets – We test for goodwill impairment at the reporting unit level, which is one level below the operating

segment level.

Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including

Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is

based on discounted cash flows or relative market-based approaches.

If the carrying value of the reporting unit exceeds its fair value,

we record an impairment loss for such excess.

The annual fair value analysis performed on goodwill supported that goodwill was not impaired

as of June 30, 2023, and no additional impairment is deemed necessary as of September 30, 2023 (see Note 5.)

For indefinite-lived intangible

assets, such as licenses acquired as an IPR&D asset, on an annual basis we determine the fair value of the asset and record

an impairment loss, if any, for the excess of the carrying value of the asset over its fair value.

For the year ended June 30,

2022, the carrying value of the licenses acquired as an IPR&D asset exceeded its fair value.

Therefore, the Company recorded

an impairment loss of $ 93,253,000 during the year ended June 30, 2022.

No additional impairment is deemed necessary as of March

31, 2023 (see Note 5.)

assets, such as licenses acquired as an IPR&D asset, on an annual basis we determine the fair value of the asset and record an impairment

loss, if any, for the excess of the carrying value of the asset over its fair value.

For the year ended June 30, 2023, the carrying value

of the licenses acquired as an IPR&D asset exceeded its fair value.

Therefore, the Company recorded an impairment loss of $ 18,960,000

during the year ended June 30, 2023.

No impairment was deemed necessary as of September 30, 2023 (see Note 5.)

The carrying value of IPR&D

and goodwill at March 31, 2023, was $ 61,571,000 and $ 11,640,000 , respectively.

ENOCHIAN BIOSCIENCES INC.

and goodwill at September 30, 2023, were $ 42,611,000 and $ 11,640,000 , respectively.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (Continued)

Impairment of Long-Lived

Assets – Long-lived assets, such as property and equipment, definite and indefinite life intangible assets are reviewed

for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Circumstances which could trigger a review include, but are not limited to:

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Impairment of Long-Lived Assets

– Long-lived assets, such as property and equipment, definite and indefinite life intangible assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Circumstances which

could trigger a review include, but are not limited to:

significant decreases in the market price of the asset;

significant adverse changes in the business climate or legal factors;

current period cash flow or operating losses combined with

a history of losses or a forecast of continuing losses associated with the use of the asset;

and current expectations that the

asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Recoverability of assets

to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows

expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated undiscounted future cash flows,

an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or

fair value less costs to sell and would no longer be depreciated.

The depreciable basis of assets that are impaired and continue

in use are their respective fair values.

accordance with ASC Topic 842, “Leases”, the Company determined the initial classification and measurement of its right-of-use

assets and lease liabilities at the lease commencement date and thereafter.

The lease terms include any renewal options and termination

options that the Company is reasonably assured to exercise, if applicable.

The present value of lease payments is determined by

using the implicit interest rate in the lease, if that rate is readily determinable;

otherwise, the Company develops an incremental

borrowing rate based on the information available at the commencement date in determining the present value of the future payments.

Rent expense for operating

leases is recognized on a straight-line basis, unless the operating lease right of use assets have been impaired, over the reasonably

assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements

of operations.

For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease

right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative

expenses in the unaudited condensed consolidated statements of operations.

The Company has elected

the practical expedient to not separate lease and non-lease components.

The Company’s non-lease components are primarily

related to property maintenance, insurance, and taxes, which vary based on future outcomes, and thus are recognized in general

and administrative expenses when incurred (see Note 6.)

Research and Development

Expenses – The Company expenses research and development costs incurred in formulating, improving, validating, and creating

alternative or modified processes related to and expanding the use of the potential Oncology, HIV and HBV therapies and technologies

for use in the prevention, treatment, amelioration of and/or therapy for Oncology, HIV and HBV.

significant adverse changes

in the business climate or legal factors;

current period cash flow or operating losses combined with a history of losses or a forecast

of continuing losses associated with the use of the asset;

and current expectations that the asset will more likely than not be sold or

disposed of significantly before the end of its estimated useful life.

Recoverability of assets to be

held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be

generated by the asset.

If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge

is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Assets to be disposed of would

be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would

no longer be depreciated.

The depreciable basis of assets that are impaired and continue in use are their respective fair values.

Leases – In accordance

with ASC Topic 842, the Company determined the initial classification and measurement of its right-of-use assets and lease liabilities

at the lease commencement date and thereafter.

The lease terms include any renewal options and termination options that the Company is

reasonably assured to exercise, if applicable.

The present value of lease payments is determined by using the implicit interest rate in

the lease, if that rate is readily determinable;

otherwise, the Company develops an incremental borrowing rate based on the information

available at the commencement date in determining the present value of the future payments.

Rent expense for operating leases

is recognized on a straight-line basis, unless the operating lease right of use assets have been impaired, over the reasonably assured

lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations.

For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on

a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the unaudited

condensed consolidated statements of operations.

The Company has elected the practical

expedient to not separate lease and non-lease components.

The Company’s non-lease components are primarily related to property maintenance,

insurance, and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred

(see Note 6.)

Research and Development Expenses

for the three and nine months ended March 31, 2023, amounted to $ 239,137 and $ 3,170,471 , respectively.

Research and development

expenses for the three and nine months ended March 31, 2022, amounted to $ 1,212,380 , and $ 6,605,038 , respectively.

Income Taxes –

The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Accounting for Income Taxes”, which requires

an asset and liability approach for accounting for income taxes.

Loss Per Share –

The Company calculates earnings/ (loss) per share in accordance with FASB ASC Topic 260, “Earnings Per Share”.

earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period.

Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares

of Common Stock.

Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock

options that have been granted but have not been exercised.

Because of the net loss for the three and nine months ended March 31,

2023, and 2022, the dilutive shares for both periods were excluded from the Diluted EPS calculation as the effect of these potential

shares of Common Stock is anti-dilutive.

The Company had 5,410,460 and 7,201,108 potential shares of Common Stock excluded from

the Diluted EPS calculation as of March 31, 2023, and March 31, 2022, respectively.

ENOCHIAN BIOSCIENCES INC.

– The Company expenses research and development costs incurred in formulating, improving, validating, and creating alternative

or modified processes related to and expanding the use of the Oncology, HIV and HBV therapies and technologies for use in the prevention,

treatment, amelioration of and/or therapy for Oncology, HIV and HBV.

Research and development expenses for the three months ended September

30, 2023 and 2022, amounted to $ 566,644 , and $ 2,605,375 , respectively.

Income Taxes – The

Company accounts for income taxes in accordance with FASB ASC Topic 740, “Accounting for Income Taxes”, which requires an

asset and liability approach for accounting for income taxes.

Loss Per Share – The

Company calculates earnings/ (loss) per share in accordance with FASB ASC Topic 260, “Earnings Per Share”.

Basic earnings

per common share (EPS) are based on the weighted average number of shares of common stock outstanding during each period.

Diluted earnings

per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of common stock.

shares of common stock included in the diluted earnings per share calculation include in-the-money stock options that have been granted

but have not been exercised.

Because of the net loss for the three months ended September 30, 2023, and 2022, the dilutive shares for

both periods were excluded from the Diluted EPS calculation as the effect of these potential shares of common stock is anti-dilutive.

The Company had 17,136,596 and 4,495,477 potential shares of common stock excluded from the Diluted EPS calculation as of September 30,

2023, and September 30, 2022, respectively.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (Continued)

Fair Value of Financial

Instruments – The Company accounts for fair value measurements for financial assets and financial liabilities in accordance

with FASB ASC Topic 820, “Fair Value Measurements”.

The authoritative guidance, among other things, defines fair value,

establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category

measured at fair value on either a recurring or nonrecurring basis.

Fair value is defined as the exit price, representing the amount

that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would

use in pricing an asset or liability (see Note 3.)

Stock Options and

Restricted Share Units – The Company has granted stock options, restricted share units (“RSUs”) and warrants.

The Company accounts for stock-based awards in accordance with the provisions of FASB ASC Topic 718, “Compensation - Stock

Compensation”.

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Value of Financial Instruments – The Company accounts for fair value measurements for financial assets and

financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”.

The authoritative guidance,

among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each

major asset and liability category measured at fair value on either a recurring or nonrecurring basis.

Fair value is defined as the

exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly

transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on

assumptions that market participants would use in pricing an asset or liability.

There were no Level 1, 2, or 3 assets, nor any

Level 1, 2, or 3 liabilities measured at fair value on a recurring basis as of September 30, 2023 and 2022, respectively.

addition, during the three months ended September 30, 2023 and 2022, there was 0 zero and $ 419,182

loss on extinguishment of the contingent consideration liability.

Stock Options and Restricted

Share Units – The Company has granted stock options, restricted share units (“RSUs”) and warrants.

The Company accounts

for stock-based awards in accordance with the provisions of FASB ASC Topic 718, “Compensation - Stock Compensation”.

Stock-Based Compensation

– The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation”.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted

for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever

is more reliably measurable.

Equity instruments issued to consultants and the cost of the services received as consideration are

measured and recognized based on the fair value of the equity instruments issued and are recognized over the required service

period, which is generally the vesting period.

Stock based compensation costs for the vesting of options, stock awards, and RSUs

granted for the three and nine months ended March 31, 2023, were $ 1,076,203 and $ 2,922,166 , respectively.

Stock-based compensation

costs for the vesting of the options and RSUs granted for the three and nine months ended March 31, 2022, were $ 577,676 and $ 5,348,943 ,

respectively.

(See Note 8.)

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for

based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably

Equity instruments issued to consultants and the cost of the services received as consideration are measured and recognized

based on the fair value of the equity instruments issued and are recognized over the required service period, which is generally

the vesting period.

Stock based compensation costs for the vesting of options and RSUs granted for the three months ended September 30,

2023 and 2022 were $ 983,829 and $ 1,026,008 , respectively (See Note 8.)

Recently Adopted Accounting

Pronouncements – Recent accounting pronouncements issued by the FASB do not or are not believed by management to have

a material impact on the Company’s present or future financial statements.

ENOCHIAN BIOSCIENCES INC.

Pronouncements – Recent accounting pronouncements issued by the FASB do not or are not believed by management to have a material

impact on the Company’s present or future financial statements.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

1 unchanged sentence

NOTE 2 — GOING CONCERN

The Company’s condensed

consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern,

which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

However, the Company

has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations,

and is dependent on additional financing to fund operations.

The Company incurred a net loss of approximately $ 4,328,296 and $ 16,485,804

for the three and nine months ended March 31, 2023, respectively.

As of March 31, 2023, the Company had cash and cash equivalents

of $ 2,948,042 and an accumulated deficit of $ 220,831,001 .

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern for one year after the date the financial statements are issued.

The condensed consolidated financial

statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification

of liabilities that might be necessary should the Company be unable to continue in existence.

Management intends to raise additional

funds for (a) research and development, (b) increases in personnel, and (c) the purchase of equipment, specifically to advance

the Company’s potential products through the regulatory process.

The Company may raise such funds from time to time through

public or private sales of equity or debt securities.

Such financing may not be available on acceptable terms, or at all, and the

failure to raise capital when needed could materially adversely affect the Company’s growth plans and its financial condition

and results of operations.

NOTE 3 — FAIR VALUE MEASUREMENTS

The Company accounts for

fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value

Measurements”.

The authoritative guidance among other things, defines fair value, establishes a consistent framework for

measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring

or nonrecurring basis.

Fair value is defined as the exit price, representing the amount that would either be received to sell an

asset or be paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based

measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value as follows:

Observable inputs such as

quoted prices in active markets for identical assets or liabilities;

Inputs, other than quoted

prices in active markets, that are observable either directly or indirectly;

Unobservable inputs in which

there is little or no market data, which require the reporting entity to develop its own assumptions.

There were no Level 1, 2

or 3 assets, nor any Level 1, 2 or 3 liabilities measured at fair value on a recurring basis as of March 31, 2023.

ENOCHIAN BIOSCIENCES INC.

The Company’s consolidated

financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates

the realization of assets and liquidation of liabilities in the normal course of business.

However, the Company has incurred substantial

recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional

financing to fund operations.

The Company incurred a net loss of $ 9,175,028 and $ 7,699,760 for the quarters ended September 30, 2023 and

2022, respectively.

As of September 30, 2023, the Company had cash and cash equivalents of $ 523,474 and an accumulated deficit of $ 253,204,281 .

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date

the financial statements are issued.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability

and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to

continue in existence.

Management intends to raise additional funds for (a) research and development, (b) increases in personnel, and

may raise such funds from time to time through public or private sales of equity or debt securities.

Such financing may not be available

on acceptable terms, or at all, and the failure to raise capital when needed could materially adversely affect the Company’s growth

plans and its financial condition and results of operations.

NOTE 3 — NOTES RECEIVABLE

On August 11, 2023, and

August 18, 2023, the Company entered into two Promissory Notes (“Notes”) in the amounts $ 550,000

and $ 500,000 ,

respectively, to lend a total of $ 1.05

million to GEDi Cube Intl Ltd.

(“Issuer”) to further develop the

Issuer’s IP and technology, which will become part of the combined company.

Pursuant to the Notes, the Issuer promised to pay

the Company the outstanding principal and related accrued interest at a rate of 6 %

per annum on the maturity date, February 11 and February 18, 2024.

For the three months ended September 30, 2023, the Company

accrued interest of $ 7,875 .

The balance of the Notes Receivable at September 30, 2023, was $ 1,057,875 .

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

3 unchanged sentences

Summary of property and equipment

Equipment and Instruments

Fixtures and Equipment

Accumulated Depreciation

Property and Equipment

September 30, 2023

June 30, 2023

Lab Equipment and Instruments

Leasehold Improvements

Furniture, Fixtures and Equipment

Less Accumulated Depreciation

Net Property and Equipment

Depreciation expense amounted

to $ 26,662 , and $ 80,915 for the three and nine months ended March 31, 2023, respectively, and $ 27,990 and $ 83,787 for the three

and nine months ended March 31, 2022, respectively.

to $ 26,479 and $ 26,915

for the three months ended September 30, 2023 and 2022, respectively.

NOTE 5 — INTANGIBLE ASSETS

At March 31, 2023, and June

30, 2022, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products

and processes of $ 41,095 and $ 44,268 , respectively.

The patents are recorded at cost and amortized over twenty years from the date

of application.

Amortization expense for the three and nine months ended March 31, 2023, was $ 1,580 and $ 4,572 , respectively.

expense for the three and nine months ended March 31, 2022, was $ 3,730 and $ 11,471 , respectively.

At March 31, 2023, and 2022,

At September 30, 2023, and June

30, 2023, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes

of $ 37,641 and $ 39,676 , respectively.

The patents are recorded at cost and amortized over twenty years from the date of application.

expense for the three months ended September 30, 2023, and September 30, 2022, was $ 781 and $ 1,486 , respectively.

At September 30, 2023, and 2022,

indefinite life intangible assets consisted of a license agreement classified as In-Process Research and Development (“IPR&D”)

intangible assets, which are not amortizable until the intangible asset provides economic benefit, and goodwill.

ENOCHIAN BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2023, and June

At September 30, 2023, and June

30, 2023, definite and indefinite-life intangible assets consisted of the following:

Schedule of life intangible assets

of Currency Translation

Life Intangible Assets

Accumulated Amortization

of intangible assets

Period Change

Effect of Currency Translation

September 30,

Definite Life Intangible Assets

Life Intangible Assets

Less Accumulated Amortization

Net Definite-Life Intangible Assets

Indefinite Life Intangible Assets

Expected future amortization expense is as follows:

License Agreement

Total Indefinite Life Intangible Assets

Expected future amortization expense

is as follows:

Schedule of expected future amortization expense

ending June 30,

During February 2018, the

Company acquired a License Agreement (as licensee) to an HIV therapy which consists of a perpetual, fully paid-up, royalty-free,

sub-licensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for

sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration

of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “HIV License Agreement”).

HIV License Agreement is considered an IPR&D intangible asset it is classified as an indefinite life asset that is tested annually

for impairment.

Impairment – Following

the fourth quarter of each year, management performs its annual test of impairment of intangible assets by performing a quantitative

assessment and determines if it is more likely than not that the fair value of the asset is greater than or equal to the carrying

value of the asset.

The results of the quantitative assessment indicated that the carrying value of the licenses acquired as an

IPR&D asset exceeded its fair value, due to the sublicensing of ENOB HV-01, which required a different valuation approach and

changes in other factors impacting the fair value of the asset.

Therefore, an impairment adjustment of $ 93,253,000 was recorded

in the year ended June 30, 2022.

No additional impairment is deemed necessary as of March 31, 2023.

ENOCHIAN BIOSCIENCES INC.

Year ending June 30,

During February 2018, the Company

acquired a License Agreement (as licensee) to an HIV therapy which consists of a perpetual, fully paid-up, royalty-free, sub-licensable,

and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise

commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively

for HIV in humans, and research and development exclusively relating to HIV in humans.

Because the HIV License Agreement is considered

an IPR&D intangible asset it is classified as an indefinite life asset that is tested annually for impairment.

Impairment – Following the

fourth quarter of each year, management performs its annual test of impairment of intangible assets by performing a quantitative assessment

and determines if it is more likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset.

The results of the quantitative assessment indicated that the carrying value of the license acquired as an IPR&D asset exceeded its

fair value, due to the sublicensing of RENB-HV01, which required a different valuation approach and changes in other factors impacting

the fair value of the asset as of June 30, 2023, which resulted in an impairment adjustment of $ 18,960,000 .

No impairment was deemed necessary

as of September 30, 2023.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTE 6 — LEASES

Leases — On November 13, 2017, the Company entered into a Lease Agreement for a term of five years and two months from

November 1, 2017, with Plaza Medical Office Building, LLC, a California limited liability company, as landlord, (the “Landlord”),

pursuant to which the Company agreed to lease from the Landlord approximately 2,325 rentable square feet.

The base rent increased

by 3% each year, and ranged from approximately $8,719 per month for the first year to $10,107 per month for the two months of the

The lease was terminated early without penalties or additional costs as of September 30, 2022, that released an accrual

of $70,800 related to leasehold improvements that was not utilized.

On June 19, 2018, the Company

entered into a Lease Agreement for a term of ten years from September 1, 2018, with Century City Medical Plaza Land Co., Inc.,

pursuant to which the Company agreed to lease approximately 2,453 rentable square feet.

On February 20, 2019, the Company entered

into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to

include another 1,101 square feet for a total rentable 3,554 square feet.

The base rent increases by 3% each year, and ranges from

$17,770 per month for the first year to $23,186 per month for the tenth year.

The equalized monthly lease expense for the term

of the lease is $20,050.

The Company subleased the space as of June 25, 2022 through April 30, 2023 (see subsection below “ Sublease

Agreement ” for details.)

The Company identified and

assessed the following significant assumptions in recognizing the right-of-use asset and corresponding liabilities:

Leases — On November 13, 2017, Renovaro entered into a Lease Agreement for a term of five years and two months from November

1, 2017, with Plaza Medical Office Building, LLC, a California limited liability company, as landlord, (the “Landlord”) pursuant

to which the Company agreed to lease from the Landlord approximately 2,325 rentable square feet.

The base rent increased by 3% each year

and ranged from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year.

was terminated early without penalties or additional costs as of September 30, 2022, that released an accrual of $70,800 related to leasehold

improvements that was not utilized.

On June 19, 2018, Renovaro entered

into a Lease Agreement for a term of ten years from September 1, 2018, with Century City Medical Plaza Land Co., Inc., pursuant to which

the Company agreed to lease approximately 2,453 rentable square feet.

On February 20, 2019, Renovaro entered into an Addendum to the original

Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for

a total rentable 3,554 square feet.

The base rent increases by 3% each year, and ranges from $17,770 per month for the first year to $23,186

per month for the tenth year.

The equalized monthly lease payment for the term of the lease is $20,050.

Renovaro subleased the space as

of June 25, 2022 through April 30, 2023.

(See subsection below “ Sublease Agreement ” for details.)

The Company identified and assessed

the following significant assumptions in recognizing the right-of-use asset and corresponding liabilities:

Expected lease term

— The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods when it

is reasonably certain that the Company would exercise such options.

The Company’s lease has a remaining lease term of 53

As of March 31, 2023, the weighted-average remaining term is 4.42 years.

Incremental borrowing

rate — The Company’s lease agreements do not provide an implicit rate.

As the Company does not have any external

borrowings for comparable terms of its leases, the Company estimated the incremental borrowing rate based on the U.S.

Yield Curve rate that corresponds to the length of each lease.

This rate is an estimate of what the Company would have to pay if

borrowing on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment.

As of March 31, 2023, the weighted-average discount rate is 4.03 %.

Lease and non-lease

components — In certain cases the Company is required to pay for certain additional charges for operating costs,

including insurance, maintenance, taxes, and other costs incurred, which are billed based on both usage and as a percentage of

the Company’s share of total square footage.

The Company determined that these costs are non-lease components, and they are

not included in the calculation of the lease liabilities because they are variable.

Payments for these variable, non-lease components

are considered variable lease costs and are recognized in the period in which the costs are incurred.

ENOCHIAN BIOSCIENCES INC.

— The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods when it is reasonably

certain that the Company would exercise such options.

The Company’s lease has a remaining lease term of 47 months.

As of September

30, 2023, the weighted-average remaining term is 3.92 years.

Incremental borrowing rate

— The Company’s lease agreements do not provide an implicit rate.

As the Company does not have any external borrowings for

comparable terms of its leases, the Company estimated the incremental borrowing rate based on the U.S.

Treasury Yield Curve rate that

corresponds to the length of each lease.

This rate is an estimate of what the Company would have to pay if borrowing on a collateralized

basis over a similar term in an amount equal to the lease payments in a similar economic environment.

As of September 30, 2023, the weighted-average

discount rate is 4.03 %.

Lease and non-lease components

— In certain cases the Company is required to pay for certain additional charges for operating costs, including insurance, maintenance,

taxes, and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square

The Company determined that these costs are non-lease components, and they are not included in the calculation of the lease liabilities

because they are variable.

Payments for these variable, non-lease components are considered variable lease costs and are recognized in

the period in which the costs are incurred.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

2 unchanged sentences

for the next 5 years:

Lease commitments

Ending June 30 th

Schedule of lease commitments

Year Ending June 30 th

Lease Expense

imputed interest

Less imputed interest

Sublease Agreement

On June 20, 2022, the Company

entered into a sublease Agreement with One Health Labs (the “Subtenant”), whereby the Subtenant agreed to lease 3,554

square feet of space currently rented by the Company in Century City Medical Plaza as of June 25, 2022, for a period of 3.5 years

with an option to renew for the remaining term of the lease that ends as of June 19, 2028.

The base rent was $17,770 per month

plus $750 towards utility fees that were part of the original lease agreement and would increase by 3% each year over the term

of the sub-lease.

The Company received a total of $57,022 on July 1, 2022 after execution of the sublease to cover the first month

rent, utility fee and deposit.

The first sublease payment began on August 1, 2022.

On June 20, 2022, the Company entered

into a sublease Agreement with One Health Labs (the “Subtenant”), whereby the Subtenant agreed to lease 3,554 square feet

of space currently rented by the Company in Century City Medical Plaza as of June 25, 2022, for a period of 3.5 years with an option to

renew for the remaining term of the lease that ends as of June 19, 2028.

The base rent was $17,770 per month plus $750 towards utility

fees that are part of the original lease agreement and would increase by 3% each year over the term of the sublease.

The Company received

a total of $57,022 on July 1, 2022 after execution of the sublease to cover the first month rent, utility fee and deposit.

The first sublease

payment began on August 1, 2022.

In accordance with ASC Topic 842,

842, the Company treated the sublease as a separate lease, as the Company was not relieved of the primary obligation under the

original lease.

The Company continued to account for the Century City Medical Plaza lease as a lessee and in the same manner as

prior to the commencement date of the sublease.

the Company treated the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease.

The Company continues to account for the Century City Medical Plaza lease as a lessee and in the same manner as prior to the commencement

date of the sublease.

The Company accounted for the sublease as a lessor of the lease.

The sublease was

classified as an operating lease, as it does not meet the criteria of a sales-type or direct financing lease.

On April 18, 2023, the Company

entered into a sublease termination Agreement with One Health Labs (the “Subtenant”), whereby the Subtenant and the

Company agreed to terminate the sublease effective as of April 30, 2023.

The Subtenant agreed to pay the Company $ 139,460 along

with the security deposit of $ 35,540 for a total termination fee of $ 175,000 , to permit early termination of the sublease.

The sublease was classified as an operating lease,

as it did not meet the criteria of a sales-type or direct financing lease.

April 18, 2023, the Company entered into a sublease termination agreement with the Subtenant, whereby the Subtenant and the Company agreed

to terminate the sublease effective as of April 30, 2023.

The Subtenant agreed to pay the Company $ 139,460 along with the security

deposit of $ 35,540 for a total termination fee of $ 175,000 , to permit early termination of the sublease.

The Company recognized operating

income from the sublease on a straight-line basis in its statements of operations over the sublease term.

During the three and nine

months ended March 31, 2023 and 2022, the net operating lease expenses were as follows:

For the three months ended September 30, 2023, and

2022, the net operating lease expenses were as follows:

Schedule of net operating lease expenses

the Three Months Ended

the Nine Months Ended

Lease Expense

Net Lease Expense

Lease expense charged to

general and administrative expenses for the three and nine months ended March 31, 2023, amounted to $ 45,789 and $ 79,829 , respectively.

Lease expense charged to general and administrative expenses for the three and nine months ended March 31, 2022, amounted

to $ 85,027 and $ 253,223 , respectively.

ENOCHIAN BIOSCIENCES INC.

Three Months Ended September 30,

Operating Lease Expense

Sublease Income

Total Net Lease Expense (Income)

Lease expense (income) charged to

general and administrative expenses for the three months ended September 30, 2023, and 2022, amounted to $ 68,743 and $ ( 9,380 ), respectively.

During the three months ended September 30, 2023, and 2022, the Company paid $ 61,223 and $ 144,461 in operating leases, respectively.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — NOTES PAYABLE

Convertible Notes Payable —

— On February 6, 2020, the Company issued two Convertible Notes (the “Convertible Notes”) to Paseco ApS (the

“Holder”), a Danish limited company and an existing stockholder of the Company each with a face value amount of $ 600,000 ,

convertible into shares of Common Stock, $ 0.0001 par value per share.

The outstanding principal amount of the Convertible Notes

was due and payable on February 6, 2023 .

Between September 5, 2023, and

September 29, 2023, the Company entered into Subscription Agreements with two investors (the “Investors”) to purchase 5 % Original

Issue Discount Convertible Promissory Notes (the “2023 Notes”) for an aggregate principal amount of $ 789,474 .

received a total of $ 750,000 in gross proceeds from the private placement, after taking into account the 5 % original issue discount.

2023 Notes bear an interest rate of 12 % per annum and shall mature on September 5, 2024 (the “Maturity Date”).

is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the Issue Date prior

to the maturity of the Notes.

The 2023 Notes are convertible into shares of the Company’s Common Stock upon the occurrence of a

Qualified Offering (as defined below) or upon the Maturity Date.

The Company may prepay the Note at any time.

The 2023 Notes are subject to mandatory conversion (“Mandatory

Conversion”) in the event the Company closes an offering of its Common Stock and receives gross proceeds of not less than $ 10,000,000

(“Qualified Offering”).

The conversion price per share of Common Stock in the case of a Mandatory Conversion shall be 95 %

of the offering price per share in the Qualified Offering, subject to a floor of $ 4.50 per share.

In addition, if no Qualified Offering

occurs prior to the Maturity Date, the 2023 Notes shall automatically convert into shares of Common Stock on the Maturity Date at a conversion

price per share equal to the closing sale price of the Common Stock on the Maturity Date, subject to a floor of $ 4.50 per share.

The 2023 Notes will be accounted for under ASC 470-20,

and all proceeds received from the issuance will be recognized as a liability on the balance sheet net of discount.

During the three months ended

September 30, 2023, the Company issued the 2023 Notes in an aggregate principal amount of $ 789,474

and received a total of $ 750,000

in gross proceeds, taking into account the 5 %

original issue discount.

The discount of $ 39,474

will be accreted over the life of the 2023 Notes.

The Company issued an additional $ 1,250,000

in principal amount of 2023 Notes in October and will be reflected in the corresponding quarter.

For the three months ended September

30, 2023, discount amortization of $ 2,741 was charged to interest expense.

For the three months ended September 30, 2023, the Company

accrued interest expense of $ 6,250 .

The 2023 Notes balance, net of discount at September 30, 2023 is $ 752,741 .

On February 6, 2020, the Company

issued two Convertible Notes (the “Convertible Notes”) to Paseco ApS (the “Holder”), a Danish limited company

and an existing stockholder of the Company each with a face value amount of $ 600,000 ,

convertible into shares of Common.

The outstanding principal amount of the Convertible Notes was due and payable on February

Interest on the Convertible Notes commenced accruing on the date of issuance at six percent ( 6 %)

( 6 %) per annum, computed on the basis of twelve 30-day months, and is compounded monthly on the final day of each calendar month

based upon the principal and all accrued and unpaid interest outstanding as of such compound date.

The interest was payable in

cash on a semi-annual basis.

The conversion price was

equal to $ 12.00 per share of Common Stock.

The Holder did not exercise the conversion feature that expired on February 6, 2021.

The Company evaluated the Convertible Notes in accordance with ASC 470-20 and identified that they each contain an embedded conversion

feature that shall not be bifurcated from the host document (i.e., the Convertible Notes) as they are not deemed to be readily

convertible into cash.

All proceeds received from the issuance have been recognized as a liability on the balance sheet.

Effective December 30, 2022

(the “Effective Date”), the Company amended and restated the Convertible Notes (the “Amended and Restated Secured

per annum, computed on the basis of twelve 30-day months, and was compounded monthly on the final day of each calendar month based upon

the principal and all accrued and unpaid interest outstanding as of such compound date.

The interest was payable in cash on a semi-annual

conversion price was equal to $12.00 per share of common stock.

The Holder did not exercise its conversion right and the conversion

feature expired on February 6, 2021.

The Company evaluated the Convertible Notes in accordance with ASC 470-20 and identified that they

each contain an embedded conversion feature that shall not be bifurcated from the host document (i.e., the Convertible Notes) as they

are not deemed to be readily convertible into cash.

All proceeds received from the issuance were recognized as a liability on the balance

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective December 30, 2022 (the

“Effective Date”), the Company amended and restated the Convertible Notes (the “Amended and Restated Secured Notes”).

Pursuant to the Amended and Restated Secured Notes, the due date was extended to February 28, 2024 .

28, 2024 , unless the Company consummates a public offering or private placement prior to the maturity date (a

“Qualified Offering”) and the Holder elects to convert the outstanding principal balance into Common Stock at the price

being paid by the investors in such Qualified Offering.

The interest was increased to twelve percent ( 12 %)

per annum, which was prepaid by the Company in full on the date of amendment through the issuance of 198,439

shares of the Company’s Common Stock which is comprised of 29,419

shares for accrued interest up to the Effective Date and 169,020

shares related to the prepayment of interest through the extension date of the Amended and Restated Secured Notes using the closing

market price on the Effective date, of $ 1.03 .

The obligations of the Company under the Amended and Restated Secured Notes were secured by a security agreement (the

“Security Agreement”).

The Company evaluated the Secured Notes and conversion feature to determine the appropriate

accounting treatment based on the terms of the agreement.

In accordance with ASC 480-Distinguising Liabilities from Equity, the

Company determined that the Secured Notes embody an obligation that may require the Company to settle with the issuance of a

variable number of shares, where the monetary value of the obligation is based predominantly on a fixed monetary amount $ 1,200,000

known at inception.

Accordingly, the Company recorded the Secured Notes as share settled debt.

The total value of the shares issued

was $ 204,392

which included $ 174,090

of prepaid interest and $ 30,302

for accrued interest as of December 30, 2022.

As of March 31, 2023 and

2022, the Company recorded accrued interest in the amount of zero 0 and $ 12,030 , which is included in accrued expenses,

respectively.

For the three and nine months ended March 31, 2023 the interest expense related to the Convertible Notes amounted to

$ 37,155 and $ 73,608 , respectively.

For the three and nine months ended March 31, 2022 the interest expense related to the

Convertible Notes amounted to $ 18,151 and $ 54,604 respectively.

The Convertible Notes balance as of March 31, 2023 and 2022, was

$ 1,200,000 .

The Amended and Restated Secured Notes

are convertible by the Holder if the Company consummates a public offering or private placement of common stock or securities convertible

into common stock.

The conversion price shall be the price being paid by the investors in such offering.

The interest was increased to

twelve percent ( 12 %) per annum, which was prepaid by the Company in full on the date of amendment through the issuance of 198,439 shares

of the Company’s common stock:

29,419 shares for accrued interest up to the Effective Date and 169,020 shares related to the prepayment

of interest through the extension date of the Amended and Restated Secured Notes using the closing market price on the Effective Date,

The obligations of the Company under the Amended and Restated Secured Notes were secured by a security agreement (the “Security

The Company evaluated the Amended and Restated Secured Notes and conversion feature to determine the appropriate accounting

treatment based on the terms of the agreement.

In accordance with ASC 480-Distinguising Liabilities from Equity, the Company determined

that the Amended and Restated Secured Notes embody an obligation that may require the Company to settle with the issuance of a variable

number of shares, where the monetary value of the obligation is based predominantly on a fixed monetary amount of $ 1,200,000 known at

Accordingly, the Company recorded the Amended and Restated Secured Notes as share settled debt.

The total value of the shares

issued was $ 204,392 which included $ 174,090 of prepaid interest and $ 30,302 for accrued interest as of December 30, 2022.

2023, the Holder notified the Company that it wished to elect to exercise its conversion right triggered

by a private placement.

Therefore, all outstanding $ 1,200,000 Amended and Restated Secured Notes were converted into 2,264,150 shares

of common stock and 1,132,075 warrants.

There were no Amended and Restated Secured Notes outstanding after the foregoing conversion.

of September 30, 2023 and 2022, the Company recorded accrued interest in the amount of zero 0 and $ 12,030 , which is included in accrued

expenses, respectively.

For the three months ended September 30, 2023 and 2022, the interest expense related to the Amended and Restated

Secured Notes amounted to zero 0 and $ 18,182 , respectively.

The Amended and Restated Secured Notes balance as of September 30, 2023

Note Payable —

On March 30, 2020 (the “Issuance Date”), the Company issued a Promissory Note in the principal amount of $ 5,000,000

On March 30, 2020 (the “Issuance

Date”), the Company issued a Promissory Note in the principal amount of $ 5,000,000

(the “Promissory Note”) to the Holder.

1 unchanged sentence

30, 2021 (the “Maturity Date”).

The Promissory Note bore interest at a fixed rate of 6 % per annum, computed based on

the number of days between the Issuance Date and the Maturity Date, which was prepaid by the Company in full on the Issuance Date

through the issuance of 188,485 shares of the Company’s Common Stock based on the closing market price on that date for a

total value of $ 501,370 .

The Company evaluated the Promissory Note and PIK interest in accordance with ASC 470-Debt and ASC 835-Interest,

respectively.

Pursuant to ASC 470-20, proceeds received from the issuance are to be recognized at their relative fair value, thus

the liability is shown net of the corresponding discount of $ 493,192 , which is the relative fair value of the shares issued for

the PIK interest on the closing date using the effective interest method.

The discount of $ 493,192 will be accreted over the life

of the Promissory Note.

ENOCHIAN BIOSCIENCES INC.

The Promissory Note bore interest at a fixed rate of 6 %

per annum, computed based on the number of days between the Issuance Date and the Maturity Date, and the interest was prepaid by the

Company in full on the Issuance Date through the issuance of 188,485

shares of the Company’s common stock based on the closing market price on that date for a total value of $ 501,370 .

The Company evaluated the Promissory Note and PIK interest in accordance with ASC 470-Debt and ASC 835-Interest, respectively.

to ASC 470-20, proceeds received from the issuance are to be recognized at their relative fair value, thus the liability is shown net

of the corresponding discount of $ 493,192 ,

which is the relative fair value of the shares issued for the PIK interest on the closing date using the effective interest method.

discount of $ 493,192

will be accreted over the life of the Promissory Note.

On February 11, 2021, the Company

entered into an amendment to the Promissory Note that extended the Maturity Date to November 30, 2022.

All other terms of the Promissory

Note remained the same.

The change in Maturity Date required an additional year of interest at the fixed rate of 6 % per annum, which was

prepaid by the Company in full on the date of the amendment through the issuance of 74,054 shares of the Company’s common stock

based on the closing market price on that date for a total value of $ 298,178 .

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 11, 2021, the

Company entered into an amendment to the Promissory Note that extended the Maturity Date to November 30, 2022 .

All other terms

of the Promissory Note remained the same.

The change in Maturity Date required an additional year of interest at the fixed rate

of 6 % per annum, which was prepaid by the Company in full on the date of the amendment through the issuance of 74,054 shares of

the Company’s Common Stock based on the closing market price on that date for a total value of $ 298,178 .

On May 17, 2022, the Company

entered into a second amendment to the Promissory Note that extended the Maturity Date to November 30, 2023 and increased the interest

rate from 6 % to 12 % per annum.

On May 17, 2022, the Company entered

into a second amendment to the Promissory Note that extended the Maturity Date to November 30, 2023 and increased the interest rate from

6 % to 12 % per annum.

All other terms of the Promissory Note remained the same.

The change in Maturity Date required an

additional year of interest at the fixed rate of 12% per annum.

Pursuant to the amendment, the Company prepaid interest for the

period November 30, 2022 until May 30, 2023 on the date of the amendment through the issuance of 47,115 shares of the Company’s

Common Stock based on the closing market price on that date for a total value of $ 299,178 .

All other accrued interest payable from

May 30, 2023 to the Maturity Date shall be payable by the Company on May 30, 2023, at the option of the Holder either (i) in cash

or (ii) in non-assessable shares of the Company’s Common Stock, valued at the closing sale price of the Common Stock on the

Nasdaq Capital Market on May 30, 2023.

Effective December 30, 2022,

the Company entered into a third amendment to the Promissory Note.

Pursuant to the third amendment, the Company’s obligations

under the Promissory Note were secured by the Security Agreement.

To secure the Company’s obligations under each of the Amended

and Restated Secured Notes and the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to

which the Company granted a lien on all assets of the Company (the “Collateral”) for the benefit of the Holder.

an Event of Default (as defined in the Amended and Restated Secured Notes and Promissory Note, respectively) the Holder may, among

other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral

or sell, lease, or dispose of the Collateral.

For the three and nine months

ended March 31, 2023, discount amortization of $ 74,621 and $ 223,863 was charged to interest expense.

For the three and nine months

ended March 31, 2022, discount amortization of $ 74,274 and $ 222,822 was charged to interest expense.

The Promissory Note balance,

net of discount at March 31, 2023 is $ 4,801,011 .

The change in Maturity Date required an additional year

of interest at the fixed rate of 12% per annum.

Pursuant to the amendment, the Company prepaid interest for the period November 30, 2022

until May 30, 2023 on the date of the amendment through the issuance of 47,115 shares of the Company’s common stock based on the

closing market price on that date for a total value of $ 299,178 .

All other accrued interest payable from May 30, 2023 to the Maturity

Date was required to be paid by the Company on May 30, 2023, at the option of the Holder in either (i) cash or (ii) shares of the Company’s

common stock , valued at the closing sale price of the common stock of the Nasdaq Capital Market on May 30, 2023.

The Holder elected the

interest be paid in cash (the “Interest Payment”).

Effective December 30, 2022, the

Company entered into a third amendment to the Promissory Note.

Pursuant to the third amendment, the Company’s obligations under

the Promissory Note were secured by the Security Agreement.

To secure the Company’s obligations under each of the Amended and Restated

Secured Notes and the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to which the Company granted

a lien on all assets of the Company (the “Collateral”) for the benefit of the Holder.

Upon an Event of Default (as defined

in the Amended and Restated Secured Notes and Promissory Note, respectively) the Holder may, among other things, collect or take possession

of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease, or dispose of the Collateral.

12, 2023, the Holder notified the Company that it wanted to apply the Interest Payment due to it towards the Company’s next private

Therefore, on June 26, 2023, in conjunction with the Company’s private placement, the Company issued (i) 567,588 shares

of its common stock, per share and (ii) warrants to purchase 283,794 shares of Common Stock at a purchase price of $ 0.53 per share and

applied the Interest Payment of $ 300,822 it owed to the Holder.

On July 31, 2023, the Company and the Holder agreed to amend the Promissory

Note (the “Fourth Amendment”) to provide the Holder with limited conversion rights in connection with the Company’s

next private placement.

Per the terms of the Fourth Amendment, the Holder could elect to convert $2 million of the outstanding principal

balance of the Promissory Note into the Units being offered in the private placement at a price per Unit being paid by the investors in

the private placement (the “Conversion Right”).

On August 1, 2023, the Holder notified the Company of its election to exercise

the Conversion Right.

As a result, $2 million of the outstanding principal balance of the Promissory Note was converted into 280,505 Units

at $7.13 per unit, comprised of an aggregate of (i) 280,505 shares of Series A Convertible Preferred Stock of the Company and (ii) Warrants

to purchase an aggregate of 1,402,525 shares of common stock with an exercise price of $0.65 per share.

The Series A Convertible Preferred

Stock acquired by the Holder is initially convertible into 2,805,050 shares of common stock.

A $3 million principal balance remains outstanding

under the Promissory Note after the forgoing conversion.

The Company concluded that in accordance with ASC 470-20-40-4, the difference

between the fair value of the Preferred Shares and warrants and the carrying value of the portion of the Note being converted should be

recognized as an extinguishment.

The extinguishment loss of $120,018 is recorded in Other Income/Loss in the Statement of Operations.

For the three months ended September

30, 2023 and 2022, discount amortization of $ 165,023 and $ 74,621 was charged to interest expense.

The Promissory Note balance, net of

discount at September 30, 2023 is $ 2,909,987 .

Finance Agreement —

On November 30, 2022, the Company entered into a premium finance agreement (the “Agreement”) related to insurance,

which resulted in a prepaid expense with a principal amount of $ 1,139,875 at 6.69 % interest per annum.

The repayment of the Agreement

will be made in nine equal monthly installments of $ 96,220 .

For the three and nine months ended March 31, 2023, the Company made

repayments of $ 374,367 and $ 840,992 , respectively.

For the three and nine months ended March 31, 2022, the Company made repayments

of $ 222,167 and $ 449,765 , respectively, which relates to the prior year’s insurance policy.

For the three and nine months

ended March 31, 2023, the Company recorded interest expense related to the Agreement in the amount of $ 10,513 and $ 13,295 , respectively.

On November 30, 2022, the Company

entered into a premium finance agreement (the “Agreement”) related to insurance, which

resulted in a prepaid expense with a principal amount of $ 1,139,875 at 6.69 %

interest per annum.

The repayment of the Agreement was made in nine equal monthly installments of $ 96,220 after

a down payment of $ 300,000 .

the three months ended September 30, 2023 and 2022 the Company made payments of $ 187,183 and

respectively.

The balance has been fully paid as of September 30, 2023.

For the three months ended September 30, 2023 and

2022, the Company recorded total interest expense in the amount of $ 5,256

and $ 2,782 related

to the Agreement.

This amount is reflected in other income and expenses.

Total interest expense recorded

for the three and nine months ended March 31, 2023, was $ 122,289 and $ 310,766 , respectively.

Total interest expense recorded for

the three and nine months ended March 31, 2022, was $ 95,206 and $ 278,327 , respectively.

ENOCHIAN BIOSCIENCES INC.

for the three months ended September 30, 2023 and 2022, was $ 179,271 and $ 95,585 , respectively.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

1 unchanged sentence

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock —The

Company has 10,000,000 authorized shares of Preferred Stock, par value $ 0.0001 per share.

At March 31, 2023, and June 30, 2022,

there were zero 0 shares issued and outstanding.

Preferred Stock —

The Company has 10,000,000

authorized shares of Preferred Stock, par value $ 0.0001

per share, of which 1,000,000

0 shares have been designated as Series A Convertible Preferred Stock.

At September 30, 2023, and June 30, 2023, there were 561,010

zero shares of Series A Convertible Preferred Stock issued and outstanding.

Voting — Holders of

Series A Preferred Stock shall be permitted to vote on all matters required or permitted to be voted on by the holders of common stock

of the Corporation and shall be entitled to that number of votes equal to ten votes for the number of shares of common stock into which

such Holder’s shares of the Preferred Stock could then be converted in accordance with conversion rights.

Dividends — The Company shall pay dividends

on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually

paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock.

No other dividends shall be

paid on shares of Preferred Stock.

Liquidation Rights —

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Shares of Series A

Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders,

before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount in cash equal to

the aggregate Liquidation Value of all Shares held by such holder.

The Series A Preferred Stock is not participating preferred.

Conversion Rights — On

or after the date of issuance, any holder of Series A Preferred Stock shall have the right by written election (a “Series A Election

Notice”) to the Corporation to convert all or any portion of the outstanding Shares of Series A Preferred Stock held by such holder

into an aggregate number of shares of common stock as is determined by multiplying the number of Shares to be converted by ten (10) (the

“Conversion Ratio”).

Common Stock —The

Company has 100,000,000 authorized shares of common stock , par value $ 0.0001 per share.

At March 31, 2023, and June 30, 2022, there

At September 30, 2023, and June 30, 2023, there

were 65,698,144 and 63,698,144 shares issued and outstanding, respectively.

Voting — Holders

of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including

the election of directors, and do not have any right to cumulate votes in the election of directors.

Voting — Holders of

common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the

election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends — Holders

of Common Stock are entitled to receive ratably such dividends as the Board from time to time may declare out of funds legally

of common stock are entitled to receive ratably such dividends as the Board from time to time may declare out of funds legally available.

Liquidation Rights —

In the event of any liquidation, dissolution or winding up of the affairs of the Company, after payment of all debts and liabilities,

the holders of Common Stock will be entitled to share ratably in the distribution of any of the remaining assets.

In the three and nine months

ended March 31, 2023 there were 2,278,070 and 4,976,509 shares of Common Stock issued, respectively.

In the event of any liquidation, dissolution or winding up of affairs of the Company, after payment of all debts and liabilities and preferences

to holders of preferred stock, the holders of common stock will be entitled to share ratably in the distribution of any of the remaining

Purchase Agreement with Lincoln Park Capital

On July 8, 2020, we entered

into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”),

pursuant to which the Company was able to sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $ 20,000,000

of shares of Common Stock from time to time through August 1, 2023 .

In consideration for entering

into the Purchase Agreement, we issued 139,567 shares of Common Stock to Lincoln Park as a commitment fee on July 21, 2020.

During the nine months ended

March 31, 2023, we did no t

sell any shares of Common Stock to Lincoln Park under the Purchase Agreement.

During the three and nine months ended March 31, 2022,

we issued 60,000 and 337,340 shares

of Common Stock to Lincoln Park under the Purchase Agreement for a purchase price of $ 451,700 and

$ 3,500,039 ,

respectively.

As of October 17, 2022, we no longer had access to this Purchase Agreement as we are no longer able to use the

registration statement on Form S-3 that registered the shares issuable to Lincoln Park under the Purchase Agreement.

2023 Private Placement

March 2023, the Company issued 2,178,070

shares of Common Stock and warrants to purchase 1,089,036

shares of common stock (“Purchase Warrants”) resulting in proceeds of $ 2,483,000 in a private placement offering

(“Private Placement”).

The Company effected the issuances of the shares of Common Stock from March 13, 2023 to March 29,

The Purchase Warrants were immediately exercisable and had an exercise term of five years 5 with an exercise price of $ 1.14

The combined purchase price for one share of common stock and one Purchase Warrant was $ 1.14 per share.

placement was made directly by the Company to persons who are not U.S.

persons in reliance upon Regulation S of the Securities Act

No underwriter or placement agent was engaged by the Company for this private placement.

ENOCHIAN BIOSCIENCES INC.

20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC

(“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase,

up to $ 20,000,000 of shares of common stock over the 36-month term of the 2023 Purchase Agreement.

Concurrently with entering into the

2023 Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed

to provide Lincoln Park with certain registration rights related to the shares issued under the 2023 Purchase Agreement.

In consideration for entering into

the 2023 Purchase Agreement, the Company issued 696,021 shares of common stock to Lincoln Park as a commitment fee on June 20, 2023.

During the three months ended September

30, 2023, we did not sell any shares of common stock to Lincoln Park under the Purchase Agreement.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY

2017 Warrants

On July 14, 2022, certain

of our warrant holders exercised warrants to purchase 1,250,000 shares of Common Stock for total proceeds to the Company of $ 1,625,000 ,

with corresponding earn-out distribution of the same number of shares in connection with the acquisition of Enochian BioPharma,

This non-cash earn-out distribution impacted stockholders’ equity in the amount of $ 2,762,500 based on the share price

on July 14, 2022 of $ 2.21 .

The Company recorded a loss on extinguishment of contingent consideration liability of $ 419,182 during

the quarter ended December 31, 2022 which reflects the difference between the fair value of the shares and the contingent consideration

liability at the time of extinguishment.

As of December 31, 2022, all outstanding 2017 Warrants were exercised and there is no

further contingent consideration liability balance remaining as of the end of this period.

Acquisition of Enochian

Biopharma Inc.

/ Contingently issuable shares — On February 16, 2018, the acquisition of Enochian Biopharma was completed.

As part of the acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Common Stock, and (ii) the right

to receive contingent shares of Common Stock (“Contingent Shares”) pro rata upon the exercise or conversion of warrants, which

were outstanding at closing.

As of December 31, 2022, no further Contingent Shares are issuable.

Acquisition of Enochian

Denmark — At March 31, 2023, and June 30, 2022, the Company maintained a reserve of 17,414 shares of Common Stock

of the Registrant held in escrow according to Danish law (the “Escrow Shares”), all of which are reflected as issued

and outstanding in the accompanying financial statements.

The Escrow Shares are reserved to acquire the shares of Enochian Denmark

held by non-consenting shareholders of Enochian Denmark on both March 31, 2023, and June 30, 2022, in accordance with Section 70

of the Danish Companies Act and the Articles of Association of DanDrit Denmark.

There have been 167,639 shares of Common Stock

issued to non-consenting shareholders of Enochian Denmark as of March 31, 2023.

During the three and nine months ended March 31,

2023, the Company issued zero 0 shares of Common Stock to such non-consenting shareholders of Enochian Denmark.

ENOCHIAN BIOSCIENCES INC.

NOTE 8 — STOCKHOLDERS’ EQUITY (Continued)

Preferred Stock Issuances

On August 1, 2023, the Company

closed a private placement of 280,505 units (the “ Units ”), each consisting of (i) one share of the Company’s

Series A Convertible Preferred Stock, (the “ Preferred Stock ”) and (ii) one common stock purchase warrant (each, a “ Warrant ”,

and together with the Units and the shares of Preferred Stock, the “ Securities ”) to purchase five shares of the Company’s

common stock, at a price per Unit equal to $ 7.13 for aggregate proceeds to the Company of $ 2,000,000 in cash.

In addition, the Company

issued 280,505 Units in connection with the conversion of $ 2,000,000 of the Promissory Note (see Note 7.)

The Company issued an aggregate

of 561,010 shares of Preferred Stock, which are initially convertible into an aggregate of 5,610,100 shares of common stock.

In connection

with the Private Placement, the Company sold Warrants to purchase an aggregate of 2,805,050 shares of common stock.

The Warrants are

exercisable for five years from the date of issuance and have an exercise price of $ 0.65 per share, payable in cash.

Common Stock Issuances

Between July 28, 2023 and September

28, 2023, the Company issued 2,000,000 shares of common stock for consulting services.

Acquisition of Renovaro

Denmark — At September 30, 2023, and June 30, 2023, the Company maintained a reserve of 17,414

shares of common stock of the Registrant held in escrow according to Danish law (the “Escrow Shares”), all of which are

reflected as issued and outstanding in the accompanying financial statements.

The Escrow Shares are reserved to acquire the shares

of Renovaro Denmark held by non-consenting shareholders of Renovaro Denmark on both September 30, 2023, and June 30, 2023, in

accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark.

There have been 167,639

shares of common stock issued to non-consenting shareholders of Renovaro Denmark as of September 30, 2023.

During the three months

ended September 30, 2023, the Company issued 0 zero shares of common stock to such non-consenting shareholders of Renovaro Denmark.

There is no impact on outstanding shares as these shares are reflected as issued and outstanding.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

4 unchanged sentences

costs for stock option awards to employees and directors based on their grant-date fair value.

The value of each stock option is

estimated on the date of grant using the Black-Scholes option-pricing model.

The weighted-average assumptions used to estimate

the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended

March 31, 2023:

Summary of weighted-average assumptions used to estimate the fair values of the stock options granted

The value of each stock option is estimated

on the date of grant using the Black-Scholes option-pricing model.

The weighted-average assumptions used to estimate the fair values of

the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended September 30, 2023:

Schedule of weighted-average assumptions used to estimate the fair values of the stock options

Biosciences Inc.

term (in years)

Expected term (in years)

84.33 % – 106.29 %

free interest rate

The Company recognized stock-based compensation

expense of $ 1,076,203 and $ 2,922,166 for the three and nine months ended March 31, 2023, respectively.

Risk free interest rate

3.12 % – 4.62 %

Dividend yield

The Company recognized stock-based

compensation expense related to the options of $ 577,676 and $ 5,348,943 for the three and nine months ended March 31, 2022, respectively.

At March 31, 2023, the Company had approximately $ 2,127,498 of unrecognized compensation cost related to non-vested options.

On February 6, 2014, the

Board adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 1,206,000

shares of Common Stock for issuance in accordance with the terms of the 2014 Plan.

On October 30, 2019,

the Board approved and on October 31, 2019, the Company’s stockholders adopted Enochian’s 2019 Equity Incentive Plan

(the “2019 Plan”), which replaced the 2014 Plan.

The 2019 Plan authorized options to be awarded to not exceed the sum

of (1) 6,000,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the

2014 Plan plus any options related to awards that expire, are terminated, surrendered, or forfeited for any reason without issuance

of shares under the 2014 Plan after the effective date of the 2019 Plan.

Pursuant to the 2019 Plan,

the Company granted options to purchase 15,000

shares of Common Stock to employees with a three-year vesting period during the three and nine months ended March 31, 2023,

respectively.

For the three and nine months ended March 31, 2022, the Company granted options to purchase 11,900

and 3,142,100

shares of Common Stock to employees with a three-year vesting period, respectively.

One million shares were subject to performance

based vesting criteria, and as of March 31, 2023, no expense has been recognized based on the assessment that these shares are not

probable of vesting.

As performance criteria for Years 2 and 3 are not probable, the Company has deemed forfeited the remaining

two-thirds of the performance-based options as of March 31, 2022.

One-third of these options were forfeited as of June 30, 2022.

During the three and nine

months ended March 31, 2023, the Company granted options to purchase zero 0 and 184,800 shares of Common stock to employees with

a six-month vesting period, respectively.

For the three and nine months ended March 31, 2022, the Company did no t grant options

to purchase shares of Common Stock to employees with a six-month vesting period.

During the three and nine

months ended March 31, 2023, the Company granted options to purchase zero 0 and 73,200 shares of Common stock to employees with a

one-year vesting period, respectively.

For the three and nine months ended March 31, 2022, the Company granted options to purchase

zero 0 and 65,000 shares of Common Stock to employees with a one-year vesting period, respectively.

During the three and nine

months ended March 31, 2023, the Company granted options to purchase 64,655 and 275,572 shares of Common Stock, to the Board of

Directors and Scientific Advisory Board Members with a one-year vesting period, respectively.

For the three and nine months ended

March 31, 2022, the Company granted options to purchase 23,314 and 86,776 shares of Common Stock to members of the Board of Directors

and Scientific Advisory Board with a one-year vesting period, respectively.

ENOCHIAN BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY

During the three and nine

months ended March 31, 2023, the Company granted options to purchase 75,000

shares of Common Stock for consulting services with a one-year vesting period.

For the three and nine months ended March 31, 2022,

the Company granted options to purchase zero 0

shares of Common Stock with immediate vesting, issued options to purchase zero 0

and 24,500 shares

of Common Stock with a one-year vesting period, and issued options to purchase zero 0 and 60,000 shares of Common Stock

with a three-year vesting period for consulting services, respectively.

compensation expense related to the options of $ 983,829 and $ 1,026,008 for the three months ended September 30, 2023 and 2022, respectively.

At September 30, 2023, the Company had approximately $ 1,305,630 of unrecognized compensation cost related to non-vested options.

On February 6, 2014, the Board

adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 1,206,000 shares of

common stock for issuance in accordance with the terms of the 2014 Plan.

On October 30, 2019, the Board

approved and on October 31, 2019, the Company’s stockholders adopted its 2019 Equity Incentive Plan (the “2019 Plan”),

which replaced the 2014 Plan.

The 2019 Plan provided that the maximum aggregate number of shares of the Company’s common stock reserved

and available for issuance under the 2019 Plan was the sum of (1) 6,000,000 new shares, and (2) the number of shares available for the

grant of awards as of the effective date under the 2014 Plan plus any options related to awards that expire, are terminated, surrendered,

or forfeited for any reason without issuance of shares under the 2014 Plan after the effective date of the 2019 Plan.

Effective July 21, 2023, the Company

adopted the Renovaro Biosciences Inc.

2023 Equity Incentive Plan (the “2023 Plan”).

The 2023 Plan replaced the 2019 Plan.

Any awards outstanding under the 2019 Plan as of the date of adoption of the 2023 Plan remain subject to and will be paid under the 2019

Plan, and any shares subject to outstanding awards under the 2019 Plan that subsequently expire, terminate, or are surrendered or forfeited

for any reason without issuance of shares automatically become available for issuance under the 2023 Plan.

The Company granted options

to purchase 0 zero and 350,000 shares

of common stock to employees with a three-year vesting period during the three months ended September 30, 2023 and 2022,

respectively under the 2019 Plan.

During the three months ended

September 30, 2023 and 2022, respectively, the Company granted options to purchase

0 zero and 184,800

issued and 18,960

0 forfeited shares of common stock to employees with a six-month vesting period under the 2019 Plan.

During the three months ended

September 30, 2023 and 2022, the Company granted options to purchase 0

zero and 73,200

issued and 12,640 forfeited shares, respectively, of common stock to employees with a one-year vesting period under the 2019

During the three months ended September

30, 2023 and 2022, the Company granted options to purchase 219,106 and 50,958 shares of common stock, to the Board of Directors and

Scientific Advisory Board Members with a one-year vesting period under the 2023 Plan and the 2019 Plan, respectively.

During the three months ended

September 30, 2023 and 2022, the Company granted options to purchase 26,000 and 0 zero shares, respectively of Common Stock for

Scientific Advisory Board members with immediate vesting under the 2023 Plan.

All of the above options

are exercisable at the market price of the Company’s common stock on the date of the grant.

At March 31, 2023 the Company

had 2,722,302 options available to be issued under the 2019 Plan.

A summary of the status

of the Plan Options outstanding at March 31, 2023, is presented below:

Summary of stock options outstanding

To date the Company has granted

options under the 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 5,134,285 shares of common stock.

At September 30,

2023, the Company has 6,047,409 options available to be issued under the 2023 Plan.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY (Continued)

A summary of the status of the

Plan Options outstanding at September 30, 2023, is presented below:

Schedule of stock options outstanding

Options Outstanding

Average Remaining Contractual Life (years)

2 unchanged sentences

Average Exercise Price

A summary of the status

of the Plan Options at March 31, 2023, and changes since July 1, 2022, are presented below:

$ 0.45 – 4.50

$ 4.51 – 6.50

$ 6.51 – 12.00

A summary of the status of the

Plan Options at September 30, 2023, and changes since July 1, 2023, are presented below:

Summary of stock option activity

6 unchanged sentences

Exercisable at end of period

At March 31, 2023, the

Company had 2,164,689

exercisable Plan Options outstanding.

The total intrinsic value of options exercisable at March 31, 2023, was zero 0 .

value is measured using the fair market value at the date of exercise (for shares exercised) and at March 31, 2023 (for outstanding

options), less the applicable exercise price.

ENOCHIAN BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY

At September 30, 2023, the Company

had 3,188,267 exercisable Plan Options outstanding.

The total intrinsic value of options exercisable at September 30, 2023, was $ 3,409,891 .

Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) and at September 30, 2023 (for

outstanding options), less the applicable exercise price.

Common Stock Purchase Warrants

A summary of the warrants

outstanding at March 31, 2023 and changes since July 1, 2022, are presented below:

A summary of the warrants outstanding

at September 30, 2023, and changes since July 1, 2023, are presented below:

Summary of common stock purchase warrants outstanding

Average Exercise

Average Remaining

at beginning of period

( 1,250,000 )

Weighted Average Exercise

Weighted Average Remaining

Outstanding at beginning of period

Cancelled/Expired

and exercisable at end of period

Restricted Stock Units (RSUs)

The Company recognized

stock-based compensation expense related to RSUs of zero 0 for both the three and nine months ended March 31, 2023.

recognized stock-based compensation expense related to the RSUs of $ 228 and $ 258,559 for the three and nine months ended March 31,

2022, respectively.

Restricted Stock Awards (RSA)

The Company recognized stock-based

compensation expense related to RSAs of $ 108,000 for the three and nine months ended March 31, 2023, respectively for a grant of

100,000 shares of restricted stock made to a consultant as consideration for consulting services.

The Company recognized stock-based

compensation expense related to RSAs of zero 0 for both the three and nine months ended March 31, 2022.

ENOCHIAN BIOSCIENCES INC.

Outstanding and exercisable at end of period

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

1 unchanged sentence

NOTE 9 — COMMITMENTS AND CONTINGENCIES

On July 9, 2018, the Company

entered into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist

the Company with the development of the gene therapy and cell therapy modalities for the prevention, treatment, and amelioration

of HIV in humans, and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various

diseases (including but not limited to cancers and infectious diseases) (the “G-Tech Agreement”).

G-Tech was entitled

to consulting fees for 20 months, with a monthly consulting fee of not greater than $ 130,000 per month.

Upon the completion of

the 20 months, the monthly consulting fee of $25,000 continued for scientific consulting and knowledge transfer on existing HIV

experiments until the services were no longer being rendered or the G-Tech Agreement is terminated.

As of May 25, 2022, the consultant

was no longer able to render services, therefore no expense was incurred for the three and nine months ended March 31, 2023.

the three and nine months ended March 31, 2022, $75,000 and $225,000 was charged to research and development expenses in our Condensed

Consolidated Statements of Operations related to this consulting agreement.

On January 31, 2020, the

Company entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company,

G-Tech, and G Health Research Foundation, a not for profit entity organized under the laws of California doing business as Seraph

Research Institute (“SRI”) (collectively the “HBV Licensors”), whereby the Company acquired a perpetual,

sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”)

aimed to treat Hepatitis B Virus (HBV) infections.

On July 9, 2018, the Company entered

into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company

with the development of the gene therapy and cell therapy modalities for the prevention, treatment, and amelioration of HIV in humans,

and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various diseases (including

but not limited to cancers and infectious diseases) (the “G-Tech Agreement”).

G-Tech was entitled to consulting fees for 20

months, with a monthly consulting fee of not greater than $ 130,000 per month.

Upon the completion of the 20 months, the monthly consulting

fee of $25,000 continued for scientific consulting and knowledge transfer on existing HIV experiments until the services were no longer

being rendered or the G-Tech Agreement is terminated.

As of May 25, 2022, the consultant was no longer able to render services, therefore

no expense was incurred for the three months ended September 30, 2023 and 2022.

On January 31, 2020, the Company

entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company, G-Tech, and

G Health Research Foundation, a not for profit entity organized under the laws of California doing business as Seraph Research Institute

(“SRI”) (collectively the “Licensors”), whereby the Company acquired a perpetual, sublicensable, exclusive license

(the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV)

The HBV License Agreement states

that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind

funding related to the Treatment over a 24 month period, and provides for an up-front payment of $ 1.2 million within 7 days of January

31, 2020, along with additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the

HBV License Agreement, in each case subject to the terms of the HBV License Agreement.

Additionally, the HBV License Agreement provides

for cooperation related to the development of intellectual property related to the Treatment and for a 2 % royalty to G-Tech on any net

sales that may occur under the HBV License.

On February 6, 2020, the Company paid the $ 1.2 million up-front payment.

The HBV License Agreement

states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain

other in-kind funding related to the Treatment over a 24 month period, and provides for an up-front payment of $ 1.2 million within

7 days of January 31, 2020, along with additional payments upon the occurrence of certain benchmarks in the development of the

technology set forth in the HBV License Agreement, in each case subject to the terms of the HBV License Agreement.

Additionally,

the HBV License Agreement provides for cooperation related to the development of intellectual property related to the Treatment

and for a 2 % royalty to G-Tech on any net sales that may occur under the HBV License.

On February 6, 2020, the Company paid the

$ 1.2 million up-front payment.

The HBV License Agreement contains customary representations, warranties, and covenants of the parties

with respect to the development of the Treatment and the HBV License.

contains customary representations, warranties, and covenants of the parties with respect to the development of the Treatment and the

The cash funding for research

2 unchanged sentences

were no payments made after January 31, 2022.

During the three and nine months ended March 31, 2023 the Company paid a total of zero 0 ,

and during the three and nine months ended March 31, 2022, the Company paid $ 144,500

and $ 1,011,500 ,

respectively, for scientific staffing resources, research and development and Investigational New Drug (IND) enabling studies.

During the three and nine months ended March 31, 2023, the Company paid zero 0

for any type of milestone.

During the three and nine months ended March 31, 2022 the Company paid zero 0

and $ 1,500,000 ,

respectively, for the milestone completion of a Pre-IND process following receipt of written comments in accordance with the HBV

License Agreement.

The Company has filed a claim against the HBV Licensors, which includes certain payments it made related to this

license (see Contingencies sub-section below).

On April 18, 2021, the Company entered into a Statement of Work and License

Agreement (the “Development License Agreement”), by and among the Company, G-Tech and SRI (collectively, the “Development

Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to

research, develop, and commercialize certain formulations which are aimed at preventing and treating pan-coronavirus or the potential

combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza (the “Prevention

and Treatment”).

The Development License

Agreement was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019.

The Development

License Agreement states that in consideration for the Development License, the Company shall provide cash funding for research

costs and equipment and certain other in-kind funding related to the Prevention and Treatment over a 24-month period.

Additionally,

the Development License Agreement provides for an up-front payment of $ 10,000,000

and a $ 760,000

payment for expenditures to date prior to the effective date related to research towards the Prevention and Treatment within 60 days

of April 18, 2021.

The amounts were paid on June 18, 2021 and June 25, 2021, respectively.

The Development License Agreement provides for additional payments upon the

occurrence of certain benchmarks in the development of the technology set forth in the Development License Agreement, in each case subject

to the terms of the Development License Agreement.

ENOCHIAN BIOSCIENCES INC.

The Company paid zero under the HBV License Agreement in the three months ended

September 30, 2023, and 2022.

The Company has filed a claim against the Licensors, which includes certain payments it made related

to this license (see Contingencies sub-section below).

On April 18, 2021, the Company

entered into a Statement of Work and License Agreement (the “License Development Agreement”), by and among the Company, G-Tech

and SRI (collectively, the “Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development

License”) to research, develop, and commercialize certain formulations which are aimed at preventing and treating pan-coronavirus

or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza

(the “Prevention and Treatment”).

The Development License Agreement

was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019.

The Development License Agreement

states that in consideration for the Development License, the Company shall provide cash funding for research costs and equipment and

certain other in-kind funding related to the Prevention and Treatment over a 24-month period.

Additionally, the License Agreement provides

for an up-front payment of $ 10,000,000 and a $ 760,000 payment for expenditures to date prior to the effective date related to research

towards the Prevention and Treatment within 60 days of April 18, 2021.

The Development License Agreement provides for additional payments

upon the occurrence of certain benchmarks in the development of the technology set forth in the Development License Agreement, in each

case subject to the terms of the Development License Agreement.

The Development License Agreement

provides for cooperation related to the development of intellectual property related to the Prevention and Treatment and for a 3% royalty

to G-Tech on any net sales that may occur under the Development License Agreement.

The Company is no longer pursuing any product candidates

that relate to this license.

The Company has filed a claim against the Licensors to recover all monies it paid related to this license

(see Contingencies sub-section below).

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Development License

Agreement provides for cooperation related to the development of intellectual property related to the Prevention and Treatment and

for a 3% royalty to G Tech on any net sales that may occur under the Development License Agreement.

For both the three and nine

months ended March 31, 2023, the Company paid zero 0

related to this Development License Agreement.

During the three and nine months ended March 31, 2022 the Company paid zero 0

and $ 150,000

related to the Prevention and Treatment research.

The Company is no longer pursuing any product candidates that relate to this

The Company has filed a claim against the Development Licensors to recover all monies it paid related to this license (see

Contingencies sub-section below).

On August 25, 2021, the

Company entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”)

with Serhat Gümrükcü and SRI (collectively, the “ALC Licensors”) whereby the ALC Licensors granted the

Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to sublicense, proprietary

technology subject to a U.S.

patent application, to make, use, offer to sell, sell or import products for use solely for the

prevention, treatment, amelioration of or therapy exclusively for HIV in humans, and research and development exclusively relating

to HIV in humans;

provided the ALC Licensors retained the right to conduct HIV research in the field.

Pursuant to the ALC License

Agreement, the Company granted a non-exclusive license back to the ALC Licensors, under any patents or other intellectual property

owned or controlled by the Company, to the extent arising from the ALC License, to make, use, offer to sell, sell or import products

for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities and (ii) any other diseases or

conditions outside the HIV Field.

The Company made an initial payment to SRI of $ 600,000

and agreed to fund future HIV research conducted by the ALC Licensors, as mutually agreed to by the parties.

On September 10, 2021,

pursuant to the ALC License Agreement, the Company paid the initial payment of $ 600,000 .

G-Tech and SRI are controlled

by Serhat Gümrükcü and Anderson Wittekind, shareholders of the Company.

On August 25, 2021, the Company

entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”) with Serhat

Gümrükcü and SRI (collectively, the “Licensors”) whereby the Licensors granted the Company an exclusive, worldwide,

perpetual, fully paid-up, royalty-free license, with the right to sublicense, proprietary technology subject to a U.S.

patent application,

to make, use, offer to sell, sell or import products for use solely for the prevention, treatment, amelioration of or therapy exclusively

for HIV in humans, and research and development exclusively relating to HIV in humans;

provided the Licensors retained the right to conduct

HIV research in the field.

Pursuant to the ALC License Agreement, the Company granted a non-exclusive license back to the Licensors, under

any patents or other intellectual property owned or controlled by the Company, to the extent arising from the ALC License, to make, use,

offer to sell, sell or import products for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities

and (ii) any other diseases or conditions outside the HIV Field.

The Company made an initial payment to SRI of $ 600,000 and agreed to

fund future HIV research conducted by the Licensors, as mutually agreed to by the parties.

On September 10, 2021, pursuant to the ALC

License Agreement, the Company paid the initial payment of $ 600,000 .

G-Tech and SRI are controlled by

Anderson Wittekind, a stockholder of the Company.

Shares held for

non-consenting shareholders – The 17,414

remaining shares of Common Stock related to the Acquisition of Enochian Denmark have been reflected as issued and outstanding in the

remaining shares of common stock related to the Acquisition of Renovaro Denmark have been reflected as issued and outstanding in the

accompanying financial statements.

There were zero 0 shares of Common Stock issued to such non-consenting shareholders

during the three and nine months ended March 31, 2023 (see Note 8.)

Service Agreements

– The Company had a consulting agreement for services of a Senior Medical Advisor for up to $210,000 per year on a

part-time basis.

This consulting agreement was terminated as of October 31, 2022.

The Company maintains employment agreements with

other staff in the ordinary course of business.

Contingencies

Securities Class Action

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action”

and the latter, the “Manici Action”) were filed by purported stockholders of ours in the United States District Court

for the Central District of California against us and certain of our current and former officers and directors.

The complaints

allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended,

and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s

relationship with Serhat Gümrükcü and its commercial prospects.

The complaints seek unspecified damages, interest,

fees, and costs.

On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice, but the Chow action remains

The defendants did not respond to the complaint in the Manici action and have not yet responded to the complaint in the

The Company intends to contest this matter but expresses no opinion as to the likelihood of a favorable outcome.

ENOCHIAN BIOSCIENCES INC.

There were zero 0 shares of common stock issued to such non-consenting stockholders

during the three months ended September 30, 2023 (see Note 8.)

Service Agreements – The

Company maintains employment agreements with other staff in the ordinary course of business.

Purchase Agreement with GEDi Cube Intl Ltd.

– On September 28, 2023, the Company, entered into a Stock Purchase Agreement (the

“ Purchase Agreement ”) with GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“ GEDi

Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company will acquire 100 % of the

equity interests of GEDi Cube from its equity holders (the “ Sellers ”) and GEDi Cube will become a wholly-owned subsidiary

of the Company (the “ Transaction ”).

On September 28, 2023, the board of directors of the Company, and the board of

managers of GEDi Cube unanimously approved the Purchase Agreement.

effective time of the Transaction (the “ Effective Time ”), each ordinary share of GEDi Cube (each, a “ GEDi

Cube Share ”) issued and outstanding as of immediately prior to the Effective Time will be exchanged for (i) shares of common

stock of the Company (the “ Renovaro Shares ”) such that the total number of Renovaro Shares issued to the holders of

GEDi Cube Shares shall equal 50% of the total number of Renovaro Shares outstanding as of the Effective Time, subject to certain adjustments

(the “ Closing Consideration ”) and (ii) earn-out Renovaro Shares to be issued pro rata to the Sellers upon the exercise

or conversion of any of the Company’s derivative securities (subject to certain exceptions) which are outstanding at the Effective

Time (the “ Earnout Shares ”).

the Company and GEDi Cube agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit

competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited

alternative acquisition proposals.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Federal Derivative

The completion

of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including:

(i) adoption of the Purchase

Agreement by holders of all of the outstanding GEDi Cube Shares, (ii) approval of the issuance of Renovaro Shares in connection with

the Transaction by a majority of the votes cast at the shareholder meeting of the Company, (iii) absence of any court order or regulatory

injunction prohibiting completion of the Transaction, (iv) subject to specified materiality standards, the accuracy of the representations

and warranties of the other party, (v) the authorization for listing of Renovaro Shares to be issued in the Transaction on the Nasdaq,

(vi) compliance by the other party in all material respects with its covenants, and (vii) the entry by the parties into a registration

rights agreement, to become effective as of the Effective Time, pursuant to which the Company will provide registration rights to

the Sellers with respect to (a) the Renovaro Shares issued to the Sellers as Closing Consideration at the Effective Time and (b) any Earnout

Shares that they receive after the Closing.

and GEDi Cube each made customary representations and warranties in the Purchase Agreement.

The Purchase Agreement also contains customary

covenants and agreements, including covenants and agreements relating to (i) the conduct of each of the Company’s and GEDi

Cube’s business between the date of the signing of the Purchase Agreement and the closing date of the Transaction and (ii) the

efforts of the parties to cause the Transaction to be completed.

The Purchase Agreement contains certain termination rights for both the

Company and GEDi Cube.

Contingencies

Securities Class Action Litigation .

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the

“Manici Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District

of California against the Company and certain of the Company’s current and former officers and directors.

The complaints allege,

among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule

10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship

with Serhat Gümrükcü and its commercial prospects.

The complaints seek unspecified damages, interest, fees, and costs.

On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice, but the Chow action remains pending.

The defendants

did not respond to the complaint in the Manici action and have not yet responded to the complaint in the Chow action.

intends to contest this matter but expresses no opinion as to the likelihood of a favorable outcome.

Federal Derivative Litigation .

On September 22, 2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court

for the Central District of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action

in the United States District Court for the District of Delaware.

Both derivative actions recite similar underlying facts as those

alleged in the Securities Class Action Litigation.

The actions, filed on behalf of the Company, name Serhat Gümrükcü

and certain of the Company’s current and former directors as defendants.

Koenig filed a shareholder derivative action in the United States District Court for the Central District

of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States District

Court for the District of Delaware.

Both derivative actions recite similar underlying facts as those alleged in the Securities Class Action

The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s current

and former directors as defendants.

The actions also name the Company as a nominal defendant.

The actions allege violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach

of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiffs do not quantify any

alleged injury, but seek damages, disgorgement, restitution, and other costs and expenses.

On January 24, 2023, the United States

District Court for the Central District of California stayed the Koenig matter pending resolution of the defendants’ anticipated

motion to dismiss in the Securities Class Action Litigation.

On April 6, 2023, the United States District Court for the District

of Delaware stayed the Solak matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities

Class Action Litigation.

The actions allege violations of Sections

14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and indemnification,

aiding and abetting, and gross mismanagement.

Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement, restitution,

and other costs and expenses.

On January 24, 2023, the United States District Court for the Central District of California stayed the

Koenig matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

April 6, 2023, the United States District Court for the District of Delaware stayed the Solak matter pending resolution of the defendants’

anticipated motion to dismiss in the Securities Class Action Litigation.

The defendants have not yet responded to either complaint.

The Company intends to contest these matters

but expresses no opinion as to the likelihood of favorable outcomes.

Company intends to contest these matters but expresses no opinion as to the likelihood of favorable outcomes.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

State Derivative Litigation .

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County,

reciting similar underlying facts as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the

Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants.

action also names the Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and

indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages,

disgorgement, restitution, and other costs and expenses.

On January 20, 2023, the Court stayed the Midler matter pending resolution

of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

The Court also set a status conference

for November 6, 2023.

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting

similar underlying facts as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the Company, names

Serhat Gümrükcü and certain of the Company’s current and former directors as defendants.

The action also names the

Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and

abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other

costs and expenses.

On January 20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion

to dismiss in the Securities Class Action Litigation.

The defendants have not yet responded to the complaint.

The Company intends to contest this matter but expresses

no opinion as to the likelihood of a favorable outcome.

On October 21, 2022, the Company filed a Complaint in the Superior Court of

the State of California for the County of Los Angeles against Serhat Gümrükcü, William Anderson Wittekind (“Wittekind”),

G-Tech Bio LLC (“G Tech”), SG & AW Holdings LLC (“SG & AW”), and SRI.

The Complaint alleges that the defendants

engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting

its [Hepatitis B] and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive

outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the defendants’ conduct, the

Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.”

On April 21, 2023, defendants Wittekind, G Tech, SG & AW, and SRI filed a demurrer with respect to some, but not all, of the Company’s

claims, as well as a motion to strike.

On December 28, 2022, the

Company received a demand letter on behalf of Weird Science LLC (“Weird Science”), William Anderson Wittekind, the

William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity

Trust, and the Ty Mabry 2021 Annuity Trust alleging that the Company breached the February 16, 2018 Investor Rights Agreement between

the Company, Weird Science, and RS Group ApS.

Specifically, the demand letter alleges that the Company “breached its obligations

under the Investor Rights Agreement to provide the requisite thirty days’ notice” to Holders of Registrable Securities

in connection with SEC Form S-3 filings on July 13, 2020 and February 11, 2022 and demands over $64 million in damages.

denies these allegations and intends to vigorously defend against this claim.

On March 1, 2021, former

Enochian BioSciences Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S.

Court for the District of Vermont against the Company, Enochian BioSciences Denmark ApS, and certain directors and officers.

the Complaint, Mr.

The Company intends to contest

this matter but expresses no opinion as to the likelihood of a favorable outcome.

21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat

Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech, SG & AW Holdings, LLC, and SRI.

The Complaint

alleges that the defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results

of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated

negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result

of the defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that

it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer

with respect to some, but not all, of the Company’s claims, as well as a motion to strike.

On September 6, 2023, the court denied

in part and granted in part the pending motions.

On September 7, 2023, the court entered a case management order setting the final status

conference, trial, and other intervening deadlines.

We will continue to pursue our claims against these defendants.

1, 2021, the Company’s former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the

District Court for the District of Vermont against the Company, Renovaro BioSciences Denmark ApS, and certain directors and officers.

In the Complaint, Mr.

Wolfe and Crossfield, Inc.

asserted claims for abuse of process and malicious prosecution, alleging, inter alia,

that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory

damages, as well as punitive damages.

The allegations in the Complaint relate to an earlier action filed by the Company and Enochian

BioSciences Denmark ApS in the Vermont Superior Court, Orange Civil Division.

On March 3, 2022, the court partially granted the

Company’s motion to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul

and Henrik Grønfeldt-Sørensen.

On November 29, 2022, the Company filed a motion for summary judgment with respect

to the sole remaining claim of malicious prosecution.

The Company denies the allegations set forth in the Complaint and will continue

to vigorously defend against the remaining claim.

ENOCHIAN BIOSCIENCES INC.

that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages,

as well as punitive damages.

The allegations in the Complaint relate to an earlier action filed by the Company and Renovaro BioSciences

Denmark ApS in the Vermont Superior Court, Orange Civil Division.

On March 3, 2022, the court partially granted the Company’s motion

to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen.

On November 29, 2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution.

On August 24, 2023, the court denied the motion for summary judgment.

On September 7, 2023, the Company moved for reconsideration of the

court’s order.

The Company denies the allegations set forth in the Complaint and will continue to vigorously defend against the

remaining claim.

7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson

Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”)

(collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware.

allege that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS

(the “Investor Rights Agreement”).

According to the Verified Complaint, the Investor Rights Agreement required the Company

to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement

and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement.

Plaintiffs allege

that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements

filed by the Company on July 13, 2020 and February 11, 2022.

Plaintiffs seek compensatory damages, pre- and post-judgment interest, costs,

and attorneys’ fees.

The Company denies Plaintiffs’ allegations and intends to vigorously defend against the claim.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On August 24, 2023, counsel on

behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s

books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”).

The Demand seeks the Company’s books and records in connection with various issues identified in the Demand.

The Company takes its

obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those

NOTE 10 — RELATED PARTY TRANSACTIONS

On March 17, 2023, RS Bio ApS, a Danish

entity, participated in the Private Placement and purchased 877,193 of common stock and warrants to purchase 438,597 shares of

Common Stock resulting in proceeds to the Company of $ 1,000,000 .

Rene Sindlev, the Chairman of the Company’s Board of

Directors, holds the sole voting and disposition power of the shares owned by RS Bio ApS.

On August 1, 2023, RS Bio ApS, a Danish entity, purchased

in the Private Placement 70,126 of the Company’s Units at a price per Unit equal to $ 7.13 for aggregate proceeds to the Company

of $ 500,000 .

Rene Sindlev, the Chairman of the Company’s Board of Directors, holds the

sole voting and disposition power of the shares owned by RS Bio ApS.

The Board of Directors (excluding Mr.

Sindlev) approved the participation of certain officers and directors of the Company in the Private Placement on identical terms

as the other investors of the Private Placement (see Note 8).

There were no payments made

to G-Tech by the Company for the three and nine months ended March 31, 2023.

For the three and nine months ended March 31, 2022,

the Company paid G-Tech $ 354,500 and 3,891,500 , respectively, which included payments for consulting agreements related to HIV,

and contractual costs related to the HBV License, the Development License, the ALC License (see Note 9), and security expenses.

Sindlev) approved the participation

of certain officers and directors of the Company in the Private Placement on identical terms as the other investors of the Private Placement

(see Note 8.)

On August 1, 2023, Paseco ApS, a Danish entity, in connection

with the Private Placement, converted $ 2,000,000 of its Promissory Note into 280,505 of the Company’s Units at a price per Unit

equal to $ 7.13 .

As a result of participation in the private placement, Paseco ApS was deemed to be an affiliate of the Company.

In addition, Paseco ApS purchased in the Private Placement 63,114

of the Company’s Units at a price per Unit equal to $7.13 for aggregate proceeds to the Company of $450,000 (see Note

The Company currently has a consulting agreement with

Paseco for business advisory services since December of 2019.

For the three months ended September 30, 2023 the Company issued

1,000,000 restricted common shares in lieu of services.

NOTE 11 — SUBSEQUENT EVENTS

April 11, 2023, the Company received final proceeds of $ 228,000 in connection with the March 2023 Private Placement, whereby the

Company issued 200,000 shares of Common Stock and warrants to purchase 100,000 shares of Common Stock.

The Company received

a total of $ 2,711,000 in connection with the March 2023 Private Placement, whereby the Company issued a total of 2,378,070 shares

of Common Stock and warrants to purchase 1,189,036 shares of Common Stock (see Note 8).

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.

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 and 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.

October 2, 2023, and October 5, 2023, the Company entered into Subscription Agreements with three investors (the “Investors”)

to purchase 5 % Original Issue Discount Convertible Promissory Notes (the “2023 Notes”) for an aggregate principal amount of

$ 1,315,789 .

The Company received a total of $ 1,250,000 in gross proceeds from the private placement, after taking into account the 5 %

original issue discount.

The 2023 Notes bear an interest rate of 12 % per annum and shall mature on September 5, 2024 (the “Maturity

Date”) (see Note 7.)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements