What changed in this filing

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Item 1. Legal Proceedings

2024-02-14 compared with 2023-11-14 · 87 added, 52 removed, 61 unchanged (70% of the section changed)

10 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 .

36 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.

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

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, Mr.

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.

allegations in the Complaint relate to an earlier action filed by the Company and Renovaro BioSciences Denmark ApS in the Vermont Superior

Court, Orange Civil Division.

On March 3, 2022, the court partially granted the Company’s motion to dismiss, dismissing the abuse

of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen.

On November 29,

2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution.

On August 24,

2023, the court denied the motion for summary judgment.

On September 7, 2023, the Company moved for reconsideration of the court’s

The Company denies the allegations set forth in the Complaint and will continue to vigorously defend against the remaining claim.

7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson

Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”)

(collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware.

allege that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS

(the “Investor Rights Agreement”).

According to the Verified Complaint, the Investor Rights Agreement required the Company

to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement

and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement.

Plaintiffs allege

that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements

filed by the Company on July 13, 2020 and February 11, 2022.

Plaintiffs seek compensatory damages, pre- and post-judgment interest, costs,

and attorneys’ fees.

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

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

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.

The allegations in the Complaint relate to an earlier action filed by the Company and Renovaro Biosciences

Denmark ApS in the Vermont Superior Court, Orange Civil Division.

On March 3, 2022, the Court partially granted the Company’s

motion to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen.

On November 29, 2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution.

On August 24, 2023, the Court denied the motion for summary judgment.

On September 7, 2023, the Company moved for reconsideration

of the Court’s order, 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.

On 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.

Plaintiffs allege that

the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS (the “Investor

Rights Agreement”).

According to the Verified Complaint, the Investor Rights Agreement required the Company to (i) notify all “Holders”

of “Registrable Securities” at least 30 days prior to filing a registration statement and (ii) afford such Holders an opportunity

to have their Registrable Securities included in such registration statement.

Plaintiffs allege that the Company breached these registration

rights by failing to provide the required notice in connection with S-3 registration statements filed by the Company on July 13, 2020

and February 11, 2022.

Plaintiffs seek compensatory damages, pre- and post-judgment interest, costs, and attorneys’ fees.

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.

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 enjoin a special meeting of the Company’s

stockholders notice 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.

Risk Factors.

9 unchanged sentences

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. Legal Proceedings