What changed in this filing

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Item 1. Financial Statements

2024-02-14 compared with 2023-11-14 · 780 added, 473 removed, 775 unchanged (62% of the section changed)

5 unchanged sentences

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.

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.

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

These financial statements and related

1 unchanged sentence

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

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS:

26 unchanged sentences

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

shares issued and outstanding at December 31, 2023 and zero 0 shares

issued and outstanding at June 30, 2023

Common Stock, par value $ 0.0001 , 100,000,000 shares authorized, 67,224,089 shares issued and outstanding at December 31, 2023, and 63,698,144 shares issued and outstanding at June 30, 2023

Additional paid-in capital

7 unchanged sentences

financial statements.

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

1 unchanged sentence

For the Three Months Ended

September 30,

For the Six Months Ended

Operating Expenses

6 unchanged sentences

( 4,367,866 )

( 13,154,189 )

( 11,558,482 )

Other Income (Expenses)

Loss on extinguishment of debt

Loss on extinguishment of contingent consideration liability

Loss on extinguishment of contingent consideration

Interest expense

Interest and other income

Total Other Income (Expenses)

Loss Before Income Taxes

Total Other Income (Expense)

$ ( 4,529,121 )

$ ( 4,457,748 )

Income Tax (Expense) Benefit

$ ( 13,704,149 )

$ ( 12,157,508 )

BASIC AND DILUTED NET LOSS PER SHARE

BASIC AND DILUTED LOSS PER SHARE

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

1 unchanged sentence

financial statements.

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

1 unchanged sentence

For the Three Months Ended

September 30,

For the Six Months Ended

$ ( 4,529,121 )

$ ( 4,457,748 )

Other Comprehensive Loss

$ ( 13,704,149 )

$ ( 12,157,508 )

Other Comprehensive Income (Loss)

Foreign currency translation, net of taxes

2 unchanged sentences

$ ( 4,449,833 )

$ ( 13,701,498 )

$ ( 12,157,347 )

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

1 unchanged sentence

# of Series A Preferred Shares

Preferred Shares Amount

# of Common Shares

Common Shares Amount

Series A Preferred Shares Amount

Common Shares

Additional Paid-In Capital

2 unchanged sentences

$ 290,554,875

Stock issued pursuant to warrants exercised

Shares issued for earn-out

$ ( 244,029,253 )

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

4 unchanged sentences

( 253,204,281 )

Stock issued pursuant to warrants exercised

Restricted shares issued for advisory services

Stock-based compensation

( 4,529,121 )

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

Foreign currency translation adjustment

December 31, 2023

$ 301,349,389

$ ( 257,733,402 )

# of Series A Preferred Shares

Series A Preferred Shares Amount

Common Shares

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

$ 276,989,179

$ ( 204,345,197 )

Stock issued pursuant to warrants exercised

Shares issued for earn-out

Stock-based compensation

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( 212,044,957 )

Shares issued in lieu of interest on $1.2 million note payable extension

Stock-based compensation

( 4,457,748 )

Foreign currency translation adjustment

December 31, 2022

$ 283,426,764

$ ( 216,502,705 )

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

September 30,

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Restricted shares for services rendered

Amortization of discount of notes payable

Amortization of discount on notes payable

Changes in assets and liabilities:

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( 1,073,625 )

Purchase of property and equipment

NET CASH USED IN INVESTING ACTIVITIES

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible promissory notes

Proceeds from issuance of promissory notes

Repayment of finance agreement

Proceeds from private placement

Proceeds from notes payable

Proceeds from exercise of warrants

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SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES

Conversion of note payable for issuance of preferred stock

Finance agreement entered into in exchange for prepaid assets

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

Common shares issued for contingent earn out liability

Conversion of note payable for issuance of preferred stock

Debt discount related to convertible promissory notes

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO BIOSCIENCES INC.

Debt discount related to $3 million notes payable

Debt discount related to $1 million note payable

See accompanying notes to the unaudited condensed

consolidated financial statements.

RENOVARO INC.

AND SUBSIDIARIES

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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

– On February 13, 2024, the Company changed its corporate name from Renovaro Biosciences Inc.

to Renovaro Inc.

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

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

to Renovaro Biosciences Inc.

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 products.

Going Concern – These

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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

losses from continuing operations and has an accumulated deficit of $ 257,733,402 , and a working deficit of $ 11,355,216 as of December

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.

Basis of Presentation –

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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.

adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 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.

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, 2023, audited financial

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

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 December 31, 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

the three and six months ended December 31, 2023, and 2022, the condensed consolidated financial statements include the accounts and operations

of the Registrant and its subsidiaries.

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from those estimated.

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

instruments issued.

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

equity instruments issued.

Functional Currency & Foreign

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dollars at the average exchange

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

rates prevailing during the periods ended December 31, 2023, and 2022.

Translation gains and losses are deferred and accumulated as a

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

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

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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

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

31, 2023, and June 30, 2023, of $ 91,387 and $ 1,526,990 , respectively.

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

Intangible assets

are recorded at cost.

Definite life intangible

assets 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.

Intangible assets are amortized on a straight-line

basis over their estimated useful life.

If it is determined that a patent

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

Definite life 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.

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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.)

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, 2023, and no additional impairment is deemed necessary as of December 31, 2023 (see Note 5.)

For indefinite-lived intangible

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during the year ended June 30, 2023.

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

No impairment was deemed necessary as of December 31, 2023 (see Note 5.)

The carrying value of IPR&D

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

RENOVARO BIOSCIENCES INC.

and goodwill at December 31, 2023, were $ 42,611,000 and $ 11,640,000 , respectively.

RENOVARO INC.

AND SUBSIDIARIES

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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.

Research and development expenses for the three and six months ended

December 31, 2023, amounted to $ 620,521 , and $ 1,187,165 , respectively.

Research and development

expenses for the three and six months ended December 31, 2022, amounted to $ 325,959 , and $ 2,931,334 , respectively.

Income Taxes – The

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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.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — ORGANIZATION

AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 and shares issuable upon conversion of convertible preferred stock and

convertible notes.

Because of the net loss for the three and six months ended December 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 18,217,727 and 4,833,436 potential shares of Common Stock excluded from the Diluted EPS calculation as of December

31, 2023, and December 31, 2022, respectively.

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

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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.

Level 1, 2, or 3 liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, respectively.

three and six months ended December 31, 2022, there was zero 0 and $ 419,182 loss on extinguishment of the contingent consideration

Stock Options and Restricted

9 unchanged sentences

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.)

Stock based compensation costs for the vesting of options and RSUs granted for the three and six months ended December

31, 2023 were $ 999,228 and $ 1,983,057 , respectively.

Stock based compensation costs for the vesting of options and RSUs granted for the

three and six months ended December 31, 2022 were $ 819,955 and $ 1,845,963 , respectively (See Note 8.)

Recently Adopted Accounting

1 unchanged sentence

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

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

7 unchanged sentences

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

The Company incurred a net loss of $ 4,529,121 and $ 13,704,149 for the three and six months ended December

31, 2023, 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.

As of December 31, 2023, the Company had cash and cash equivalents of $ 243,980 and an accumulated deficit of $ 257,733,402

and a working capital deficit of $ 11,355,216 .

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 has reduced overhead

and administrative costs by streamlining the organization to focus around two of its therapies (oncology and a HIV therapeutic vaccine).

The Company has tailored its workforce to focus on these therapies.

In addition, the Company intends to attempt to secure additional required

funding through equity or debt financing.

However, there can be no assurance that the Company will be able to obtain any sources of funding.

Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions,

could result in significant additional dilution to our stockholders.

If we do not obtain required additional equity or debt funding, our

cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material

adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least

until additional funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy

protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Funding that we may receive during

the fiscal year 2024 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support

commercialization of our products and conduct the clinical and regulatory work to develop our product candidates, and to begin building

working capital reserves.

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

August 18, 2023, the Company entered into two Promissory Notes (“Notes Receivable”) in the amounts of $ 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.

respectively, to lend a total of $1.05 1,050,000 million to GEDi Cube Intl Ltd.

to further develop the Issuer’s IP and technology.

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 dates of February 11 and February 18, 2024.

For the three and six months ended December 31, 2023, the

Company accrued interest of $ 15,750

and $ 23,625 ,

respectively.

The balance of the Notes Receivable at December 31, 2023, was $ 1,073,625 .

RENOVARO INC.

AND SUBSIDIARIES

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Property and equipment consisted of the following:

Summary of property and equipment

September 30, 2023

Schedule of property and equipment

December 31, 2023

June 30, 2023

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Depreciation expense amounted

to $ 26,479 and $ 26,915

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

to $ 27,198 and $ 53,677 for the three and six months ended December 31, 2023, respectively, and $ 27,338 and $ 54,253 for the three and six

months ended December 31, 2022, respectively.

NOTE 5 — INTANGIBLE ASSETS

At September 30, 2023, and June

At December 31, 2023, and June

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

1 unchanged sentence

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,

expense for the three and six months ended December 31, 2023, was $ 5,964 and $ 6,745 , respectively.

Amortization expense for the three

and six months ended December 31, 2022, was $ 1,507 and $ 2,993 , respectively.

At December 31, 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.

At September 30, 2023, and June

At December 31, 2023, and June

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

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Effect of Currency Translation

September 30,

Definite Life Intangible Assets

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Total Indefinite Life Intangible Assets

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Expected future amortization expense

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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

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 December 31, 2023.

NOTE 6 — LEASES

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Expected lease term

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The Company’s lease has a remaining lease term of 44 months.

As of September

As of December

31, 2023, the weighted-average remaining term is 3.67 years.

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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

As of December 31, 2023, the weighted-average

discount rate is 4.03 %.

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the period in which the costs are incurred.

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Below are the lease commitments

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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.

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

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

For the three months ended September 30, 2023, and

2022, the net operating lease expenses were as follows:

During the three and six months

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

Schedule of net operating lease expenses

Three Months Ended September 30,

For the Three Months Ended

For the Six Months Ended

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.

Sub lease Income

Total Net Lease Expense

Lease expense charged to

general and administrative expenses for the three and six months ended December 31, 2023, amounted to $ 60,922 and $ 129,664 , respectively.

Lease expense charged to general and administrative expenses for the three and six months ended December 31, 2022, amounted to $ 43,420

and $ 34,040 , respectively.

During the three and six months ended December 31, 2023, the Company paid $ 62,573 and $ 123,796 under operating

leases, respectively.

During the three and six months ended December 31, 2022, the Company paid $ 96,581 and $ 241,042 under operating

leases, respectively.

The difference between the operating lease expense for the six months ended December 31, 2022 in the amount of $ 140,660

and the cash paid of $ 241,042 , is primarily made up of the release of an accrual of $ 77,242 related to the termination of the Plaza Medical

Office Building, LLC lease.

NOTE 7 — DEBT

Convertible Notes Payable —

December 2023 Notes — Between

December 1, 2023, and December 29, 2023, the Company entered into Subscription Agreements with two investors to purchase Convertible

Promissory Notes for an aggregate principal amount of $ 560,000

(the “December Notes”).

The Company received a total of $ 540,000

in gross proceeds from the private placement prior to the end of the quarter, and it subsequently received the pending

$ 20,000 in January 2024.

The December Notes bear an interest rate of 12 %

per annum and shall mature one year after their respective dates of issuance (the “Maturity Date”).

The Company 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 December Notes.

Notwithstanding the immediate foregoing, at the option of the Holder, interest may

accrue on the December Notes on a quarterly basis.

The December Notes are convertible into shares of the Company’s Common

Stock in whole or in part at any time and from time to time, after the Original Issue Date and prior to the Maturity Date, at a

conversion price of $ 3.38

The Company may prepay the December Notes at any time.

The December 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.

The December Notes principal balance at

December 31, 2023, is $ 540,000 .

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Convertible Notes Payable —

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 2023 Notes — Between

September 5, 2023, and October 5, 2023, the Company entered into Subscription Agreements with five investors to purchase 5 % Original Issue

Discount Convertible Promissory Notes (the “2023 Notes”) for an aggregate principal amount of $ 2,105,263 .

The Company received

a total of $ 2,000,000 in gross proceeds from the private placement, after taking into account the 5 % original issue discount.

discount of $ 105,263 will be accreted over the life of the 2023 Notes.

The 2023 Notes bear an interest rate of 12 % per annum and shall

mature on September 5, 2024 (the “Maturity Date”).

The Company 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 2023 Notes.

Notwithstanding the immediately

foregoing, at the option of the Holder, interest may accrue on the Notes on a quarterly basis.

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.

may prepay the 2023 Notes 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

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.

For the three and six months ended

December 31, 2023, discount amortization of $ 26,637 and $ 29,379 was charged to interest expense, respectively.

As of December 31, 2023,

the Company accrued interest expense of $ 64,583 .

The 2023 Notes balance, net of discount at December 31, 2023 is $ 2,029,379 .

The Convertible Notes —

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.

The outstanding principal amount of the Convertible Notes was due and payable on February 6, 2023.

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

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

Interest on the Convertible

Notes commenced accruing on the date of issuance at six percent ( 6 %) 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 basis.

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.

The Holder did not exercise its 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 were recognized as a liability on the balance sheet.

RENOVARO INC.

AND SUBSIDIARIES

15 unchanged sentences

treatment based on the terms of the agreement.

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

In accordance with ASC 480- Distinguishing 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

8 unchanged sentences

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

of December 31, 2023 and 2022, the Company recorded accrued interest in the amount of zero.

For the three and six months ended

December 31, 2023 and 2022, the interest expense related to the Amended and Restated Secured Notes amounted to zero 0 and

respectively.

The Amended and Restated Secured Notes balance as of December 31, 2023 was zero 0 .

Notes Payable —

Bridge Loan — On

November 3, 2023, the Company entered into an agreement to purchase 5 % Original Issue Discount Promissory Note for the principal amount

of $ 1,000,000 .

The Company received a total of $ 950,000 in gross proceeds after taking into account the 5 % original issue discount.

discount of $ 50,000 will be accreted over the life of the Note.

The Note bears an interest rate of 12 % per annum and was due to mature

on January 1, 2024 (the “Maturity Date”).

On January 1, 2024, the Company entered into an amendment with RS Bio ApS,

a Danish entity, for the November 3, 2023, $ 1,000,000 Note Payable bridge loan to extend the maturity date until March 1, 2024 (see Note

The Company is required to pay interest on the maturity date.

The Notes Payable

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.

For the three and six months ended December 31, 2023, discount amortization of $ 50,000 was charged to interest expense,

respectively.

As of December 31, 2023, the Company accrued $ 20,000 of interest expense that is included in accrued expenses on the balance

The Note balance, net of discount at December 31, 2023 is $ 1,000,000 .

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Promissory Note —

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

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, 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 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

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.

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.

On February 11, 2021, the Company

5 unchanged sentences

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 May 17, 2022, the Company entered

22 unchanged sentences

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.

On June 12, 2023, the Holder notified

the Company that it wanted to apply the Interest Payment due to it towards the Company’s next private placement.

Therefore, on June

26, 2023, in conjunction with the Company’s private placement, the Company issued (i) 567,588 shares of its Common Stock, par value

$ 0.0001 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.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

A $3 million principal balance remains outstanding under the Promissory Note after the foregoing 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.

On November 30, 2023, the Company and the Holder agreed to amend the Promissory Note

(the “Fifth Amendment”) to where the Company and the Holder extended the maturity of the Original Note until February 29,

In addition, all interest payable from November 30, 2023 to the Maturity Date was payable and is currently payable by the Company

as of November 30, 2023.

For the three and six months ended December 31, 2023, discount amortization of $ 120,013 and $ 285,036 was charged

to interest expense.

For the three and six months ended

December 31, 2022, discount amortization of $ 74,621 and $ 149,242 was charged to interest expense.

The Promissory Note balance, net of

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

discount at December 31, 2023 is $ 2,940,000 .

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 was made in nine equal monthly installments of $ 96,220 after

On November 30, 2023, the

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

resulted in a liability and prepaid expense with a principal amount of $ 906,834 at 7.90 %

interest per annum, which is reflected on the balance sheet under other current liabilities and prepaid

assets and other assets, respectively.

T he repayment of the Agreement

will be made in nine equal monthly installments of $ 77,127 after

a down payment of $ 235,000 .

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

the three and six months ended December 31, 2023 the Company made payments of $ 235,000 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

For the three and six months ended December 31, 2022, under a similar arrangement, the Company made payments of

$ 300,000 and

respectively.

For the three and six months ended December 31, 2023, the Company recorded total interest expense in the amount

and $ 5,256 related

2 unchanged sentences

Total interest expense recorded

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

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the three and six months ended December 31, 2023, was $ 274,984 and $ 454,255 , respectively.

expense recorded for the three and six months ended December 31, 2022, was $ 92,892 and $ 188,477 , respectively.

NOTE 8 — STOCKHOLDERS’ EQUITY

4 unchanged sentences

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.

At December 31, 2023, and June 30, 2023, there were 561,010

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Company 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.

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.

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

before any payment shall be made to the holders of Common Stock 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.

1 unchanged sentence

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

Notice”) to the Company 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

2 unchanged sentences

Company has 350,000,000 authorized shares of Common Stock, par value $ 0.0001 per share.

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

At December 31, 2023, and June 30, 2023, there

were 67,224,089 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

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.

11 unchanged sentences

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 (Continued)

8 — STOCKHOLDERS’ EQUITY (Continued)

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 and six months

ended December 31, 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Preferred Stock Issuances

10 unchanged sentences

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.

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

1 unchanged sentence

28, 2023, the Company issued 2,000,000 shares of Common Stock for consulting services.

On October 23, 2023 the

Company issued 1,000,000

shares of Common Stock for advisory services to Avram Miller, the Company’s board of directors.

On December 4, 2023 the Company

issued 525,945 shares of Common Stock pursuant to warrants exercised for cash proceeds of $ 341,865 .

Acquisition of Renovaro

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

Denmark — At December 31, 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

1 unchanged sentence

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

of Renovaro Denmark held by non-consenting shareholders of Renovaro Denmark on both December 31, 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.

shares of Common Stock issued to non-consenting shareholders of Renovaro Denmark as of December 31, 2023.

During the three and six

months ended December 31, 2023, the Company issued zero 0 shares of Common Stock to such non-consenting shareholders of Renovaro

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

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

7 unchanged sentences

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:

the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended December 31, 2023:

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

Biosciences Inc.

Renovaro Inc.

Expected term (in years)

4 unchanged sentences

The Company recognized stock-based

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.

compensation expense related to the options of $ 465,372 and $ 1,449,201 for the three and six months ended December 31, 2023, respectively.

The Company recognized stock-based compensation expense related to the options of $ 819,955 and

$ 1,845,963 for the three and six months ended December 31, 2022, respectively.

At December 31, 2023, the Company had approximately

$ 1,216,469 of unrecognized compensation cost related to non-vested options.

On February 6, 2014, the Board

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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.

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

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

The Company granted options to

purchase 16,500 and 366,500 shares of Common Stock to employees with a three-year vesting period during the three and six months ended

December 31, 2023, respectively under the 2019 and 2023 Plan.

The Company granted options to purchase 178,000 shares

of Common Stock to employees with a three-year vesting period during the three and six months ended December 31, 2022, respectively under

the 2019 Plan.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’

EQUITY (Continued)

During the three and six

months ended December 31, 2023, respectively, the Company granted options to purchase zero 0

shares of Common Stock to employees with a six-month vesting period under the 2023 Plan.

During the three and six months ended

December 31, 2022, the Company granted options to purchase zero 0 and 184,800

issued and 0 18,960 forfeited shares of Common Stock to employees with a six-month vesting period, respectively under the 2019

During the three and six

months ended December 31, 2023, respectively, the Company granted options to purchase zero 0

shares of Common Stock to employees with a one-year vesting period under the 2023 Plan.

During the three and six months ended

December 31, 2022, the Company granted options to purchase zero 0

issued and 0 12,640 forfeited shares of Common Stock to employees with a one-year vesting period, respectively under the 2019

During the three and six months

ended December 31, 2023, the Company granted options to purchase 124,293 and 343,399 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.

the three and six months ended December 31, 2022, the Company granted options to purchase 159,959 and 210,917 shares

of Common Stock, to the Board of Directors and Scientific Advisory Board Members with a one-year vesting period under the 2019 Plan, respectively.

During the three and six

months ended December 31, 2023, the Company granted options to purchase zero 0 and 26,000 shares, respectively of Common Stock for

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

During the three

and six months ended December 31, 2022, the Company did no t grant options to purchase shares of Common Stock with immediate

During the three and six months ended December 31, 2023, the Company forfeited 7,000 options to purchase shares of

Common Stock to a consultant with immediate vesting.

All of the above options

are exercisable at the market price of the Company’s Common Stock on the date of the grant.

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,

To date the Company has

granted options under the 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 6,268,078 shares of Common Stock.

31, 2023, the Company has 4,913,616 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:

Plan Options outstanding at December 31, 2023, is presented below:

Schedule of stock options outstanding

Options Outstanding

Average Remaining Contractual Life (years)

Average Exercise Price

Average Remaining Contractual Life (years)

Average Exercise Price

Options Exercisable

Exercise Price Ranges

Number Outstanding

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

Number Exercisable

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

$ 0.45 – 4.50

1 unchanged sentence

$ 6.51 – 12.00

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Plan Options at December 31, 2023, and changes since July 1, 2023, are presented below:

Schedule of stock option activity

Weighted Average Exercise

5 unchanged sentences

Exercisable at end of period

At September 30, 2023, the Company

At December 31, 2023, the Company

had 3,433,830 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.

The total intrinsic value of options exercisable at December 31, 2023, was $ 1,996,039 .

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

options), less the applicable exercise price.

Common Stock Purchase Warrants

A summary of the status of the

Common Stock Purchase Warrants outstanding at December 31, 2023, is presented below:

Schedule of common stock purchase warrants outstanding

Warrants Outstanding

Warrants Exercisable

Exercise Price

Number Outstanding

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

Number Exercisable

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

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

at December 31, 2023, and changes since July 1, 2023, are presented below:

Schedule of warrants outstanding

Weighted Average Exercise

3 unchanged sentences

Outstanding and exercisable at end of period

RENOVARO BIOSCIENCES INC.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2023, the Company

had 5,827,407 exercisable Common Stock Purchase Warrants outstanding.

The total intrinsic value of options exercisable at December 31,

2023, was $ 14,385,550 .

Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) and at December

31, 2023 (for outstanding warrants), less the applicable exercise price.

Restricted Stock Awards (RSA)

The Company recognized stock-based

compensation expense related to RSAs of $ 533,856 for the three and six months ended December 31, 2023, respectively.

The restricted stock

awards are related to a grant of 1,000,000 shares of restricted stock with a 3 -year vesting period made to a director as

consideration for advisory services, with a total value of $2,760,000.

At December 31, 2023, the Company had $2,226,144 of unrecognized stock-based

compensation expense remaining to be amortized.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

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.

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

no expense was incurred for the three and six months ended December 31, 2023 and 2022.

On January 31, 2020, the Company

15 unchanged sentences

The cash funding for research

costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $144,500 that covered scientific staffing

resources to complete the project as well as periodic payments for materials and equipment needed to complete the project.

were no payments made after January 31, 2022.

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).

costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $144,500 that covered scientific staffing resources

to complete the project as well as periodic payments for materials and equipment needed to complete the project.

There were no payments

made after January 31, 2022.

The Company paid zero under the HBV License Agreement in the three and six months ended December 31, 2023,

The Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies

sub-section below).

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 18, 2021, the Company

1 unchanged sentence

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

License”) to research, develop, and commercialize certain formulations which were 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

18 unchanged sentences

(see Contingencies sub-section below).

RENOVARO BIOSCIENCES INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On August 25, 2021, the Company

15 unchanged sentences

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.

G-Tech and SRI are controlled

by Anderson Wittekind, a stockholder of the Company.

Shares held for

3 unchanged sentences

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.)

during the three and six months ended December 31, 2023 (see Note 8.)

Service Agreements – The

Company maintains employment agreements with other staff in the ordinary course of business.

Company maintains employment agreements with certain senior staff in the ordinary course of business.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Purchase Agreement with GEDi Cube Intl Ltd.

9 unchanged sentences

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

GEDi Cube Shares shall equal approximately 49.9% of the total number of Renovaro Shares outstanding as of the Effective Time, (the “ Closing

Consideration ”) and (ii) additional 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 “ Pro-rata

of 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.

The completion

7 unchanged sentences

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

the Sellers with respect to (a) the Renovaro Shares issued to the Sellers as Closing Consideration at the Effective Time and (b) any Pro-rata

Shares that they receive after the Closing.

On January 25, 2024, the Shareholders of Renovaro approved the issuance of Renovaro Shares

in connection with the Transaction and the increase in the Company’s authorized shares eligible for issuance from 110,000,000 equity

shares to 360,000,000 equity shares, that includes an increase in Common Stock eligible for issuance from 100,000,000 to 350,000,000 shares,

and 10,000,000 shares of preferred stock eligible for issuance.

and GEDi Cube each made customary representations and warranties in the Purchase Agreement.

5 unchanged sentences

Company and GEDi Cube.

On February 13, 2024 (the “Closing Date”), the Company consummated

the previously announced acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively,

the “Transaction”).

As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contingencies

9 unchanged sentences

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.

22, 2023, the Court appointed a lead plaintiff in the Chow Action.

The lead plaintiff filed an amended complaint on December 15, 2023.

The Company intends to file a motion to dismiss the amended complaint, but expresses no opinion as to the likelihood of a favorable outcome.

Federal Derivative Litigation .

19 unchanged sentences

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 .

15 unchanged sentences

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.

Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech Bio LLC (“G Tech”), SG & AW Holdings,

LLC, and Seraph Research Institute (“SRI”) (collectively, the “Defendants”).

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

On September 7, 2023, the court entered a case management order setting the final status conference, trial, and other intervening

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint.

In the Cross-Complaint,

G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter

alia , a declaration that the Framework Agreement, effective as of November 15, 2019, the Statement of Work & License Agreement,

effective as of January 31, 2020, and the Statement of Work and License Agreement for Influenza and Coronavirus Indications, effective

as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements.

The Company denies these

allegations and intends to vigorously defend against the cross claims while pursuing its claims against the Defendants.

On March 1, 2021, the Company’s

former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S.

District Court for

the District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers.

In the Complaint,

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.

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 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 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”)

On September 7, 2023, the Company moved for reconsideration

of the Court’s order, which the Court denied on December 4, 2023.

The Company denies the allegations set forth in the Complaint

and will continue to vigorously defend against the remaining claim.

June 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.

4 unchanged sentences

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.

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 moved to dismiss the Verified Complaint on September 15, 2023.

December 4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint

In the FAC, Plaintiffs assert claims against the Company and others for purported breaches of the Investor

Rights Agreement, fraud, tortious interference with a contract, and breaches of fiduciary duty.

Plaintiffs seek compensatory,

exemplary, and punitive damages, as well as certain declaratory relief, specific performance, and pre- and post-judgment interest,

costs, and attorneys’ fees.

The Company filed a motion to dismiss the FAC on December 18, 2023.

The Company denies

Plaintiffs’ allegations and intends to vigorously defend against the claim.

RENOVARO 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

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 obligations.

23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court for the Central District

of California against certain officers, directors, and investors of the Company, as well as other defendants.

The Verified Stockholder

Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a) and Rules

10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934.

The Derivative Complaint also includes claims of breach of fiduciary duty, corporate

waste, unjust enrichment, and contribution/indemnification.

Weird Science and Wittekind seek unspecified compensatory, exemplary and punitive

damages and certain injunctive relief.

Simultaneously with the Derivative Complaint, Weird Science and Wittekind filed an emergency Ex

Parte Application for Temporary Restraining Order (“Application”) asking the Court to enjoin a special meeting of the

Company’s stockholders noticed for January 25, 2024.

As the basis for the Application, Weird Science and Wittekind recited many

of the same allegations as in the Derivative Complaint.

The Court denied the Application on January 24, 2024.

The Company denies the allegations

in the Derivative Complaint and intends to vigorously defend against the claims asserted therein.

NOTE 10 — RELATED PARTY TRANSACTIONS

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.

On November 3, 2023, the Company

entered into an agreement to purchase 5 % Original Issue Discount Promissory Note for the principal amount of $ 1,000,000 .

The Company received

a total of $ 950,000 in gross proceeds after taking into account the 5 % original issue discount.

The discount of $ 50,000 will be accreted

over the life of the Note.

The Note bears an interest rate of 12 % per annum and shall mature on January 1, 2024 (the “Maturity Date”).

The Company is required to pay interest on the maturity date (see Note 7.) Pursuant to the Company’s Related Party Policy and Rule

5630 of the Nasdaq Stock Market, the Audit Committee reviewed the Promissory Note and its terms and unanimously approved the transaction.

On August 1, 2023, RS Bio ApS, a Danish entity

(“RS Bio”), 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.

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.)

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

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 .

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.

As a result of participation in the Private Placement, Paseco ApS was deemed to

be an affiliate of the Company (see Note 7.)

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

For the three and six months ended December 31, 2023 the Company issued

zero 0 and 1,000,000

restricted common shares in lieu of services.

NOTE 11 — SUBSEQUENT EVENTS

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.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10, 2023, the Board of Directors of the Company (the “Board”) 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 subject to this re-election 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 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

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.)

NOTE 11 — SUBSEQUENT EVENTS

On January 1, 2024, the Company

entered into an amendment with RS Bio for the November 3, 2023, $ 1,000,000 Note Payable bridge loan to extend the

maturity date until March 1, 2024 .

All other terms of the bridge loan remain the same.

On January 2, 2024, the Company

entered into an agreement with RS Bio to purchase a 5 % Original Issue Discount Secured Promissory Note for the principal

amount of $ 526,315 .

The Company received a total of $ 500,000 in gross proceeds after taking into account the 5 % original issue discount.

Note bears an interest rate of 12 % per annum and shall mature on March 1, 2024 (the “Maturity Date”).

The Company is required

to pay interest on the maturity date.

Pursuant to the Company’s Related Party Policy and Rule 5630 of the Nasdaq Stock Market, the

Audit Committee reviewed the Promissory Note and its terms and unanimously approved the transaction.

On January 11, 2024, the Company

entered into an amendment with one of the investors of the 2023 Notes whereas the conversion terms were amended to provide for optional

conversion at a conversion price of $ 3.38 per share.

All other terms of the Promissory Note remained the same.

On that same day, the Company

entered into a Subscription Agreement with the investor to purchase a Convertible Promissory Note (the “2024 Notes”) in the

amount of $ 460,000 .

The 2024 Notes bear an interest rate of 12 % per annum and shall mature on January 11, 2025 .

The Company 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.

Notwithstanding the immediately foregoing, at the option of the Holder, interest may accrue on this Note on a quarterly

The 2024 Notes are convertible either at the option of the Holder or automatically upon maturity into shares of the Company’s

Common Stock at the Note Conversion Price of $3.38.

The Company may prepay the Note at any time.

On January 12, 2024, the Company

entered into Subscription Agreements with an investor (the “Investor”) to purchase Convertible Promissory Notes for an aggregate

principal amount of $ 125,000 .

The Company received a total of $ 125,000 in gross proceeds.

The Notes bear an interest rate of 12 %

per annum and shall mature on December 29, 2024 (the “Maturity Date”).

The Company 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.

On January 24, 2024, the

Company entered into a Promissory Note (“Notes Receivable”) in the amount of $143,000, to GEDi

Cube Intl Ltd.

(“Issuer”) to use towards operational expenses.

Pursuant to the Notes, the Issuer promised to pay

the Company the outstanding principal and related accrued interest at a rate of 12% per annum on the maturity date of July 24,

On February 1, 2024, the Company

filed a Certificate of Amendment of Certificate of Incorporation in accordance with the provisions of Sections 242 and 228 of the General

Corporation Law of the State of Delaware (the “DGCL” whereby it amends the total number of shares of capital stock which the

Company shall have the authority to issue to issue is three hundred sixty million (360,000,000).

These shares shall be divided into two

classes with three hundred fifty million (350,000,000) shares designated as common stock at $.0001 par value (the “Common Stock”)

and ten million (10,000,000) shares designated as preferred stock at $.0001 par value (the “Preferred Stock”.)

On February 5, 2024, the Company

entered into an agreement with RS Bio to purchase a 5% Original Issue Discount Secured Promissory Note for the principal

amount of $ 105,263 .

The Company received $ 100,000 in gross proceeds after taking into account the 5 % original issue discount.

bears an interest rate of 12 % per annum and shall mature on March 1, 2024 (the “Maturity Date”).

On February 12, 2024, the Company

entered into amendments with GEDi Loans related to the Notes Receivable outstanding at 12/31/2023 to extend the maturity dates to August

11, 2024 and August 18, 2024 (see Note 3.)

February 13, 2024 (the “Closing Date”), the Company consummated the previously announced acquisition of GEDi Cube and

the other transactions contemplated by the Stock Purchase Agreement (collectively, the “Transaction”).

of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company.

to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of

GEDi Cube owned by the Sellers as of the Closing Date (each, a “GEDi Cube Share” and, collectively, the “GEDi

Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro

rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common

Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the Closing Date (minus (a)

1 million shares of Common Stock previously issued to a consultant assisting with the Transaction and (b) 1 million shares of Common

Stock previously issued to Avram Miller, a director of the Company, pursuant to his Advisory Agreement, dated October 11, 2023,

by and between Mr.

Miller and the Company) (the “Closing Consideration”) plus 5,610,100 shares of Common Stock representing

the Seller’s Earnout Shares (defined below) resulting from the automatic conversion of the Company’s Series A Convertible

Preferred and, (ii) following the Closing Date, such Seller’s pro rata percentage of the shares of Common Stock (the “Earnout

Shares” and, together with the Closing Consideration, the “Exchange Consideration”) to be issued to the Sellers

upon the exercise or conversion of any of the Company’s derivative securities (subject to certain exceptions) that are outstanding

at the Closing Date (the “Closing Derivative Securities”).

Each Seller’s pro rata percentage of the Exchange

Consideration is equal to the ratio of the aggregate number of GEDi Cube Shares owned by such Seller divided by the aggregate number

of GEDi Cube Shares issued and outstanding, in each case, as of the Closing Date.

No fractional shares of Common Stock were or

will be issued in the Exchange Consideration, and no cash was or will be issued in exchange therefore.

Any fractional share of Common

Stock that a Seller would otherwise be entitled to receive is rounded down to the nearest whole share.

discussed above, pursuant to the Stock Purchase Agreement, upon the closing of the Transaction, the Company issued 70,834,183 unregistered,

restricted shares of Common Stock as the Closing Consideration to the Sellers, which shares were not registered under the Securities

Act in reliance on the private offering exemption from the registration requirements of the Securities Act, including Section 4(a)(2)

of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act, and Regulation S under the Securities Act,

as applicable.

The Company made this determination based on its receipt from the Sellers of representations and warranties supporting

the Company’s reliance on such exemptions.

a result of the issuance of the Closing Consideration on the Closing Date and based on the number of shares of Common Stock outstanding

as of the Closing Date, the Sellers hold approximately 49% of the issued and outstanding shares of Common Stock immediately following

the closing of the Transaction and the conversion of the Series A Convertible Preferred Stock.

In connection with the closing

of the Transaction, on February 13, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment

of Certificate of Incorporation to change its corporate name from “Renovaro Biosciences Inc.” to “Renovaro Inc.”,

effective immediately.

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