What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2024-02-14 · 1037 added, 723 removed, 832 unchanged (68% of the section changed)

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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

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

March 31, 2024, are not necessarily indicative of the results of operations for the full year.

These financial statements and related

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CURRENT ASSETS:

Notes receivable

Prepaids and other assets

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Total Other Assets

$ 212,279,340

CURRENT LIABILITIES:

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Other current liabilities

Contingent consideration liability, current (Note 3)

Current portion of operating lease liabilities

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Operating lease liabilities, net of current portion

Contingent consideration liability, noncurrent (Note 3)

Deferred tax liability

Total Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

Commitments and Contingencies (Note 9)

STOCKHOLDERS’ EQUITY:

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10,000,000 shares authorized;

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

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

shares issued and outstanding at March 31, 2 0 24 and

June 30, 2023

Common Stock, par value $ 0.0001 ,

shares authorized, 147,488,598

shares issued and outstanding at March 31, 2024, and 63,698,144

shares issued and outstanding at June 30, 2023

Additional paid-in capital

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( 244,029,253 )

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 212,279,340

See accompanying notes to the unaudited condensed consolidated

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Operating Expenses

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Research and development

Intangible asset impairment (Note 5)

Depreciation and amortization

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( 15,621,918 )

Other Income (Expenses)

Other Income (Expense)

Change in fair value of contingent consideration (Note 3)

Loss on extinguishment of debt

Loss on extinguishment of contingent consideration

Loss on extinguishment of contingent consideration liability

Interest expense

Interest and other income

Interest and other income (expense)

Total Other Income (Expense)

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$ ( 16,485,804 )

BASIC AND DILUTED LOSS PER SHARE

BASIC AND DILUTED NET LOSS PER

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

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

$ ( 17,024,414 )

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Series A Preferred Shares Amount

# of common Shares

Common Shares

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Accumulated Other Comprehensive Income

June 30, 2023

$ 290,554,875

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Issuance of preferred stock and warrants in private placement

Issuance of preferred stock and warrants for conversion of $2 million Note

Issuance of preferred stock and warrants for conversion of Note Payable

Restricted shares issued for services rendered

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( 257,733,402 )

Non-cash exercise of warrants

Restricted shares issued for services rendered

Issuance of common stock under private placement offering

Issuance of common stock pursuant to acquisition of GEDi Cube (Note 11)

Preferred stock converted to common stock pursuant to acquisition of GEDi Cube (Note 11)

Stock-based compensation

( 17,024,414 )

Foreign currency translation adjustment

March 31, 2024

$ 442,304,652

$ ( 274,757,816 )

$ 168,595,556

of Series A Preferred Shares

Series A Preferred Shares Amount

Common Shares

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

A Preferred Shares Amount

Paid-In Capital

Other Comprehensive Income

$ 276,989,179

$ ( 204,345,197 )

Stock issued pursuant to warrants exercised

Shares issued for earn-out

Stock issued pursuant to warrants

Contingent shares issued pursuant

to acquisition agreement

Stock-based compensation

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( 7,699,760 )

Foreign currency translation adjustment

Foreign currency

translation adjustment

September 30, 2022

( 212,044,957 )

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

Shares issued in lieu of interest

on $1.2 million notes payable extension

Stock-based compensation

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( 4,457,748 )

Foreign currency translation adjustment

Foreign currency

translation adjustment

December 31, 2022

( 216,502,705 )

Shares and warrants issued pursuant

to private placement offering

Restricted shares issued for services

Stock-based compensation

( 4,328,296 )

Foreign currency

translation adjustment

$ 286,985,739

$ ( 220,831,001 )

See accompanying notes to the unaudited condensed consolidated

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 13,704,149 )

$ ( 12,157,508 )

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

Depreciation and amortization

Change in fair value of contingent consideration

Loss on extinguishment of debt

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Stock based compensation expense

Intangible asset impairment

Restricted shares for services rendered

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NET CASH USED IN OPERATING ACTIVITIES

( 5,923,830 )

( 6,205,145 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Notes receivable

( 1,073,625 )

Notes receivable prior to acquisition

Cash received from acquisition

Purchase of property and equipment

NET CASH USED IN INVESTING ACTIVITIES

( 1,115,209 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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NET CHANGE IN CASH

( 1,630,500 )

( 5,053,247 )

CASH, BEGINNING OF PERIOD

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Conversion of note payable for issuance of preferred stock

Debt discount related to convertible promissory notes

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.

Common shares issued upon acquisition

Contingent consideration issued upon acquisition

Note payable settled through non-cash exercise of warrants

Debt discount related to notes payable

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO INC.

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

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

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

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

discharge its liabilities in the normal course of business.

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

losses from continuing operations and has an accumulated deficit of $ 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.

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 products.

On February 13, 2024, Renovaro Inc.

acquired Renovaro Cube Intl Ltd and its subsidiaries (“Renovaro Cube”), as a wholly

owned subsidiary pursuant to a stock purchase agreement.

Basis of Presentation

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

of America (“U.S.

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

the United States of America (“U.S.

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

Securities and Exchange Commission (“SEC”).

Securities and Exchange

Commission (“SEC”).

The accompanying financial statements are unaudited.

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

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

In the opinion of management, all adjustments

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

flows at March 31, 2024, and 2023 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 December 31, 2023, and 2022 are not necessarily indicative of the operating

results for the full year.

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 statements.

The results of operations for the period ended March

31, 2024 are not necessarily indicative of the operating results for the full year.

Consolidation – For

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.

the three and nine months ended March 31, 2024, and 2023, the condensed consolidated financial statements include the accounts and operations

of the Company and its subsidiaries.

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

Accounting Estimates –

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

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

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

Actual results could differ

from those estimated.

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

equity instruments issued.

Functional Currency & Foreign

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

The Company’s

reporting currency is the U.S.

The preparation of financial statements in conformity with generally accepted

accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses

during the reporting period.

Actual results could differ from those estimated.

Significant estimates include the fair value of assets

acquired in a business acquisition, contingent consideration, and equity instruments issued for goods or services.

Currency & Foreign Currency Translation – The functional currency of Renovaro Denmark is the Danish Kroner

(“DKK”) and the functional currency of Renovaro Cube is the Euro (“EUR”).

The Company’s reporting

currency is the U.S.

Dollar for the purpose of these financial statements.

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

dollars at the average exchange

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

Translation gains and losses are deferred and accumulated as a

component of other comprehensive income in stockholders’ equity.

Transaction gains and losses that arise from exchange rate fluctuations

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

dollars at the average

exchange rates prevailing during the periods ended March 31, 2024, and 2023.

Translation gains and losses are deferred and

accumulated as a component of other comprehensive income in stockholders’ equity.

Transaction gains and losses that arise from

exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the

statement of operations as incurred.

Cash and Cash Equivalents –

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

Concentration of Credit Risk

– Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial

institutions, which, at times, exceed the amount of deposit insurance provided within the relevant jurisdiction where the deposits

As of March 31, 2024 and June 30, 2023, the Company has not experienced losses on these accounts and management believes the

Company is not exposed to significant risks on such accounts.

RENOVARO INC.

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NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents –

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

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.

Property and Equipment –

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Indefinite life intangible assets

include license agreements and goodwill.

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

and Other Intangible Assets”.

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

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

include in-process research and development (“IPR&D”) and goodwill.

The Company accounts for indefinite life intangible

assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”.

IPR&D represents the fair value of the technology

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

value may not be recoverable.

Goodwill – Goodwill

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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 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.)

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 Company has elected to perform its annual analysis on June 30th.

The annual fair value analysis performed on goodwill supported that goodwill was not impaired as of June 30, 2023.

There have been no

events which have caused the Company to conduct an interim evaluation of its goodwill through March 31, 2024 (see Note 5.)

For indefinite-lived intangible

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

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

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

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

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

during the year ended June 30, 2023.

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

The carrying value of IPR&D

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

assets, such as IPR&D, on an annual basis on June 30th we determine the fair value of the asset and record an impairment loss, if

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

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

IPR&D exceeded its fair value.

Therefore, the Company recorded an impairment loss of $18,960,000 during the year ended June 30, 2023.

During the quarter ended March 31, 2024, the Company recorded an impairment loss of $8,421,000 related to the termination of the HV-01

license (see Note 5.)

Impairment of Long-Lived Assets

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Leases – In accordance

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

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.

Research and development expenses for the three and nine months ended

March 31, 2024, amounted to $ 1,087,156 , and $ 2,274,321 , respectively.

Research and development expenses for the three and nine months

ended March 31, 2023, amounted to $ 239,137 , and $ 3,170,471 , 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 and shares issuable upon conversion of convertible preferred stock and convertible notes.

Because of the net

loss for the three and nine months ended March 31, 2024, and 2023, the dilutive shares for all periods were excluded from the Diluted

EPS calculation as the effect of these potential shares of Common Stock is anti-dilutive.

The Company had 9,522,967 and 5,410,460 potential

shares of Common Stock excluded from the Diluted EPS calculation as of March 31, 2024, and March 31, 2023, respectively.

Fair Value of Financial Instruments

– The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC

Topic 820, “Fair Value Measurements”.

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

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

a recurring or nonrecurring basis.

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

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

As such, fair value is a market-based

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

were no Level 1, 2, or 3 assets, nor any Level 1, or 2 liabilities measured at fair value on a recurring basis as of March 31, 2024 and

2023, respectively.

Level 3 liabilities held as of March 31, 2024, consisted of a contingent consideration

liability related to the February 13, 2024, acquisition of Renovaro Cube (see Note 3.)

RENOVARO INC.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

The authoritative guidance,

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

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

Fair value is defined as the

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

transaction between market participants.

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

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

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

Level 1, 2, or 3 liabilities measured at fair value on a recurring basis as of 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

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock Options and Restricted

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the vesting period.

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

Stock based compensation costs for the vesting of options and RSUs granted for the three and nine months ended March

31, 2024 were $ 1,861,601 and $ 3,844,658 , 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.)

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

the three and nine months ended March 31, 2023 were $ 1,076,203 and $ 2,922,166 , respectively (See Note 8.)

Recently Adopted Accounting

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — GOING CONCERN

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financing to fund operations.

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

The Company incurred a net loss of $ 17,024,414 and $ 30,728,563 for the three and nine months ended March

31, 2024, respectively.

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

As of March 31, 2024, the Company had cash and cash equivalents of $ 312,697 and an accumulated deficit of $ 274,757,816

and a working capital deficit of $ 19,654,098 .

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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).

Management has reduced overhead and administrative costs by streamlining the organization

to focus around two of its therapies (oncology and a HIV therapeutic vaccine) and investment in the development and validation of its

AI driven cancer diagnostics platform.

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.

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

commercialization of our products, to 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 Receivable”) in the amounts of $ 550,000

and $ 500,000 ,

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.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — FAIR VALUE MEASUREMENTS

The Company accounts for fair

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

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

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

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

in an orderly transaction between market participants.

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

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

As a basis for considering such assumptions, the

guidance establishes a three-tier fair val ue hierarchy, which

prioritizes the inputs used in measuring fair value as follows:

Observable inputs

such as quoted prices in active markets for identical assets or liabilities;

Inputs, other

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

Unobservable inputs

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

we re no Level 1, 2 or 3 assets, nor any Level 1 or 2 liabilities as of March 31, 2024.

Level 3 liabilities held as of

March 31, 2024, consisted of a contingent consideration liability related to the February 13, 2014, acquisition of Renovaro

Cube, (the “Acquisition”).

As consideration for the Acquisition, the stockholders of Renovaro Cube received (i) 70,834,183

shares of Common Stock, and (ii) the right to receive contingent shares pro rata

upon the exercise of convertible notes, options, and warrants, which were outstanding at closing.

The contingent consideration liability

was recorded at fair value of $ 20,557,500

at the time of acquisition and is subsequently remeasured to fair value at the end

of each reporting period.

At March 31, 2024, there were 8,474,146

contingent shares issuable in connection with the Acquisition of Renovaro Cube.

The fair value of the

contingent consideration liability is estimated using a Black-Scholes option-pricing model and a Monte-Carlo option pricing model.

The key inputs to the model are all contractual or observable with the exception being volatility, which is computed, based on the

volatility of the Company’s underlying stock.

The key inputs to valuing the contingent consideration liability as of March 31,

Schedule of fair value contingent consideration

Exercise Price

$ 0.46 - $ 4.50

109 % - 140 %

Risk Free Rate

4.11 % - 5.26 %

Expected Dividends

Discount Rate (Monte-Carlo model only)

Expected Term (years)

At initial recognition of the contingent consideration,

the inputs were:

Exercise Price

$ 0.46 - $ 4.50

107 % - 133 %

Risk Free Rate

4.22 % - 5.14 %

Expected Dividends

Discount Rate (Monte-Carlo model only)

Expected Term (years)

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — FAIR VALUE MEASUREMENTS (Continued)

Unless otherwise disclosed,

the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable,

accrued expenses, lease obligations and notes payable approximate their recorded values due to their short-term maturities.

The following table sets forth

the Level 3 liability at March 31, 2024, which is recorded on the consolidated balance sheet at fair value on a recurring basis.

this liability is classified based on the lowest level of input that is significant to the fair value measurement:

Schedule of consolidated balance sheet at

fair value on a recurring basis

Fair Value Measurements at

Reporting Date Using

Quoted Prices in

Active Markets for Identical Assets Inputs

Significant Other

Observable Inputs

Significant Other Unobservable Inputs

The roll forward of the contingent consideration liability is as follows:

Balance June 30, 2023

Contingent consideration in Acquisition

Fair value adjustment

Contingent Consideration Liability at March 31, 2024

NOTE 4 — PROPERTY AND EQUIPMENT

1 unchanged sentence

Schedule of property and equipment

December 31, 2023

March 31, 2024

June 30, 2023

4 unchanged sentences

Net Property and Equipment

Depreciation expense amounted

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 December 31, 2023, and June

Depreciation expense amounted to

$ 29,526 and $ 83,203 for the three and nine months ended March 31, 2024, respectively, and $ 26,662 and $ 80,915 for the three and nine months

ended March 31, 2023, respectively.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — INTANGIBLE ASSETS AND GOODWILL

At March 31, 2024, 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 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 December 31, 2023, and June

expense for the three and nine months ended March 31, 2024, was $ 779 and $ 7,524 , respectively.

Amortization expense for the three and

nine months ended March 31, 2023, was $ 1,580 and $ 4,572 , respectively.

At March 31, 2024, and 2023, indefinite

life intangible assets consisted of In-Process Research and Development (“IPR&D”), which

is not amortizable until the intangible asset provides economic benefit.

At March 31, 2024, and June 30,

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

of intangible assets

Period Change

Effect of Currency Translation

Schedule of intangible assets

June 30, 2023

Translation Adjustment

March 31, 2024

Definite Life Intangible Assets

1 unchanged sentence

Net Definite-Life Intangible Assets

Indefinite Life Intangible Assets

License Agreement

Total Indefinite Life Intangible Assets

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Indefinite Life Intangible Assets and Goodwill

( 8,421,000 )

Total Indefinite Life Intangible Assets and Goodwill

$ 162,220,535

$ ( 8,421,000 )

$ 209,132,107

Expected future amortization expense

3 unchanged sentences

During February 2018, the Company

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

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

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

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

Because the HIV License Agreement is considered

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

Impairment – Following

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

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

of the asset.

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

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

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

No impairment was

deemed necessary as of December 31, 2023.

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

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

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

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

The IPR&D intangible

asset is classified as an indefinite life asset that is tested annually for impairment.

On February 13, 2024, the Company

acquired Renovaro Cube as a wholly owned subsidiary pursuant to a stock purchase agreement.

As part of the acquisition of Renovaro

Cube, the Company acquired IPR&D assets valued at $10,684,091.

Impairment – On

March 1, 2024, the Company received a notice from the sole manager of Weird Science LLC terminating the License Agreement by and between

Weird Science LLC and Enochian Biopharma, Inc.

(now known as Renovaro Biosciences, Inc.), a wholly owned subsidiary of the Company, dated

February 16, 2018.

Due to the termination of the license agreement, the Company abandoned the development of a technology included in

its IPR&D and recorded an impairment of $8,421,000 in the period ended March 31, 2024.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — LEASES

18 unchanged sentences

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

Renovaro Cube leases an office

facility in Amsterdam, Netherlands, under a 30-month operating lease agreement commencing on September 1, 2023, with a maturity date of

February 28, 2026.

In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives,

and options to extend, terminate or purchase.

The Company identified and assessed

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

1 unchanged sentence

certain that the Company would exercise such options.

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

As of December

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

The Company’s leases have a remaining lease term of 41 and 23 months.

March 31, 2024, the weighted-average remaining term is 2.77 years.

Incremental borrowing rate

6 unchanged sentences

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

As of December 31, 2023, the weighted-average

As of March 31, 2024, the weighted-average

discount rate is 5.16 %.

8 unchanged sentences

for the next 5 years:

Schedule of lease commitments

lease commitments

Year Ending June 30 th

1 unchanged sentence

Less imputed interest

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — LEASES (Continued)

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

11 unchanged sentences

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

4 unchanged sentences

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

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

During the three and nine months

ended March 31, 2024 and 2023, the net operating lease expenses were as follows:

Schedule of net operating

lease expenses

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Operating Lease Expense

1 unchanged sentence

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

Lease expense charged to general

and administrative expenses for the three and nine months ended March 31, 2024, amounted to $ 106,790 and $ 236,455 , respectively.

expense charged to general and administrative expenses for the three and nine months ended March 31, 2023, amounted to $ 45,789 and

$ 79,829 , respectively.

During the three and nine months ended March 31, 2024, the Company paid $ 108,441 and $ 232,237 under operating

leases, respectively.

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

During the three and nine months ended March 31, 2023, the Company paid $ 98,950 and $ 339,993 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

The difference between the operating lease expense for the nine months ended March 31, 2023 in the amount of $ 79,829

and the cash paid of $ 339,993 , 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.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — DEBT

Convertible Notes Payable —

March 2024 Note —

On March 14, 2024, the Company entered into a Subscription Agreement with an investor to issue a Convertible Promissory Note in the amount

of $ 500,000 (the “March 2024 Note”).

The March 2024 Note bears an interest rate of 10 % per annum and shall mature on March

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 March 2024 Note.

Notwithstanding the immediately foregoing, at the option of the holder, interest

may accrue on this Note on a quarterly basis.

The March 2024 Note is convertible either at the option of the holder after a qualified

If no qualified offering occurs prior to the maturity date, the March 2024 Note is to be repaid in cash.

The 2024 Notes —

On January 11, 2024, the Company entered into a Subscription Agreement with an investor to issue a Convertible Promissory Note (the “January

2024 Note I”) in the amount of $ 460,000 .

The January 2024 Note I bears an interest rate of 12 % per annum and shall mature on January

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 basis.

The January 2024 Note I is convertible either at the option of the Holder or automatically upon

maturity into shares of the Company’s Common Stock at the conversion price of $ 3.38 .

On January 12, 2024, the Company entered into

Subscription Agreements with an investor (the “Investor”) to issue a Convertible Promissory Note for an aggregate principal

amount of $ 125,000 (the “January 2024 Note II”, and collectively with the January 2024 Note I, the “January 2024 Notes”).

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

The January 2024 Note II bears 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 2024 Notes.

The January 2024

Note II is 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 January 2024 Notes principal balance at March 31, 2024, is $ 585,000 .

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 $ 560,000 in gross

proceeds from the private placement prior to the end of the quarter ending December 31, 2023, and it subsequently received $ 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 per share.

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 March 31, 2024,

is $ 560,000 .

As of March 31, 2024, the Company

accrued interest expense of $ 37,463 related to the 2024 Notes and December 2023 Notes.

The 2024 Notes and December 2023 Notes balance

at March 31, 2024 was $ 1,645,000 .

The 2023 Notes — Between

12 unchanged sentences

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 .

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — DEBT (Continued)

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.

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.

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.

The Company treated this

as a modification for accounting purposes.

For the three and nine months ended

March 31, 2024, discount amortization of $ 26,316 and $ 55,694 was charged to interest expense, respectively.

As of March 31, 2024, the

Company accrued interest expense of $ 134,719 .

The 2023 Notes balance, net of discount at March 31, 2024 is $ 2,055,694 .

The Convertible Notes —

15 unchanged sentences

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective December 30, 2022 (the

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

Effective December 30, 2022

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

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

The Amended and Restated Secured Notes

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

into Common Stock.

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

The interest was increased to

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

of the Company’s Common Stock:

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

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

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

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

treatment based on the terms of the agreement.

In accordance with ASC 480- 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

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

The Amended and Restated Secured Notes are convertible by the Holder if the Company consummates a

public offering or private placement of Common Stock or securities convertible into Common Stock.

The conversion price shall be the

price being paid by the investors in such offering.

The interest rate was increased to twelve percent ( 12 %)

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

shares of the Company’s Common Stock:

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

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

market price on the Effective Date, of $ 1.03 .

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

“Security Agreement”).

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

the appropriate accounting treatment based on the terms of the agreement.

In accordance with ASC 480- 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 number of shares, where the monetary value of the obligation is based predominantly on a

fixed monetary amount of $ 1,200,000

known at inception.

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

The total value of the shares

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

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

by a private placement.

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

of Common Stock and 1,132,075 warrants.

The total value

of the shares issued was $ 204,392

which included $ 174,090

of prepaid interest and $ 30,302

for accrued interest as of December 30, 2022.

On June 26, 2023, the Holder notified the

Company that it wished to elect to exercise its conversion right triggered by a private placement.

Therefore, all outstanding $ 1,200,000

Amended and Restated Secured Notes were converted into 2,264,150 shares of Common Stock and 1,132,075

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

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 .

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — DEBT (Continued)

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

Bridge Loans — On

March 26, 2024, the Company issued Paseco ApS a Promissory Note in the principal amount of $160,000.

The Note bears an interest rate of

10% per annum and was to mature on May 1, 2024.

On May 1, 2024, the Company and Paseco ApS entered into an amendment to the Promissory

Note to extend the maturity date to July 1, 2024 (the “Maturity Date”).

The Company is required to pay interest on the maturity

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.

As of March 31, 2024, the Company accrued $215 of interest expense that is included in accrued expenses on the balance

The Note balance at March 31, 2024 is $160,000.

On February 5, 2024, the Company

entered into an agreement with RS Bio ApS, a Danish entity controlled by our Chairman, Rene Sindlev (“RS Bio”) to issue 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.

The Note bears an interest rate of 12 % per annum and matured on March 1, 2024

(the “Maturity Date”).

The obligations under this Note are secured by the Amended and Restated Security Agreement (discussed

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 .

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 nine months

ended March 31, 2024, discount amortization of $ 5,263 was charged to interest expense, respectively.

As of March 31, 2024, the Company

accrued $ 3,158 of interest expense that is included in accrued expenses on the balance sheet.

The Note balance, net of discount at March

31, 2024 was $ 105,263 .

On January 2, 2024, the Company

entered into an agreement with RS Bio to issue a 5 % Original Issue Discount Secured Promissory Note for the principal amount of $ 526,315

(the “January 2024 Note”).

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

issue discount.

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

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 nine months ended

March 31, 2024, discount amortization of $ 26,315 was charged to interest expense, respectively.

As of March 31, 2024, the Company accrued

$ 15,789 of interest expense that is included in accrued expenses on the balance sheet.

The Note balance, net of discount at March 31,

2024 was $ 526,315 .

In connection with the entry into the January 2024 Note, the Company and Paseco ApS agreed to amend and restate the

Security Agreement (see Note 7) to add the Company’s obligations under the November 2023 Note and the January 2024 Note to the Secured

Obligations (as defined in the Amended and Restated Security Agreement).

On November 22, 2023, Renovaro

Cube entered into a loan agreement where the holder agreed to loan the Company up to £500,000 (approximately $624,000 USD).

has a repayment date occurring the first business day after the first anniversary of the draw down of the loan.

The first draw down of

£250,000 occurred on November 27, 2023, and the second draw down of £249,994 occurred on December 13, 2023.

The Company will

pay interest on the loan at the rate of 10 % per annum.

Interest is accrued quarterly in arrears on the last business day of March, June,

September, and December and is payable on the repayment date.

As of March 31, 2024, the Company accrued $ 10,545 of interest expense that

is included in accrued expenses on the balance sheet.

The total amount of the note at March 31, 2024, is $ 639,544 .

On November 3, 2023, the Company

entered into an agreement with RS Bio to issue a 5 %

Original Issue Discount Promissory Note for the principal amount of $ 1,000,000

(the “November 2023 Note”).

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 November 2023 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 for the November

3, 2023, $ 1,000,000

Note Payable bridge loan to extend the maturity date until March

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.

On February 16, 2024,

the Company received notice from the holder to exercise 471,699

warrants outstanding at $ 0.53

per share and apply $ 250,000

of the note balance to the exercise price of the warrants.

For the three and nine months ended March 31, 2024, discount amortization

was charged to interest expense, respectively.

As of March 31, 2024, the Company accrued $ 46,583

of interest expense that is included in accrued expenses on the balance sheet.

The Note balance, net of discount at March 31,

2024 is $ 750,000 .

RENOVARO INC.

1 unchanged sentence

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.

The principal amount of the Promissory Note was originally payable on November 30,

2021 (the “Maturity Date”).

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

of days between the Issuance Date and the Maturity Date, 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.

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.

NOTE 7 — DEBT (Continued)

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.

The principal amount of the Promissory Note was originally payable on November 30, 2021 (the “Maturity

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 .

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

Pursuant to ASC 470-20,

proceeds received from the issuance are to be recognized at their relative fair value, thus the liability is shown net of the corresponding

discount of $ 493,192 , which is the relative fair value of the shares issued for the PIK interest on the closing date using the effective

interest method.

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

17 unchanged sentences

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

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

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

The Holder elected the

19 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — DEBT (Continued)

On July 31, 2023, the Company

2 unchanged sentences

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”).

convert $2 million of the outstanding principal balance of the Promissory Note into the Units being offered in a private placement at

the price per Unit being paid by the investors in the private placement (the “Conversion Right”).

On August 1, 2023, the Holder

4 unchanged sentences

$0.65 per share.

The Series A Convertible Preferred Stock acquired by the Holder is initially convertible into 2,805,050 shares of Common

The Series A Convertible Preferred Stock acquired by the Holder was initially convertible into 2,805,050 shares of Common

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

8 unchanged sentences

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

On February 16, 2024, the Company received notice from the holder to exercise 2,953,700 warrants outstanding

ranging from $0.53 to $0.65 per share and apply $1,750,000 of the note balance to the exercise price of the warrants.

On February 29,

2024, the Company and the Holder agreed to amend the Promissory Note (the “Sixth Amendment”) to where the Company and the

Holder extended the maturity of the Original Note until May 1, 2024.

On May 1, 2024, the Company and the Holder agreed to amend the Promissory

Note (the “Seventh Amendment”) to extend the maturity of the Original Note until May 1, 2024.

For the three and nine months

ended March 31, 2024, discount amortization of $ 72,500 and $ 357,536 was charged to interest expense.

For the three and nine months ended

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

The Promissory Note balance, net of discount

at March 31, 2024 is $ 1,237,500 .

Finance Agreement —

1 unchanged sentence

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

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

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

“prepaid assets and other assets”, respectively.

The repayment of the Agreement will be made in nine equal monthly

installments of $ 77,127 after

a down payment of $ 235,000 .

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

the three and nine months ended March 31, 2024 the Company made payments of $ 223,945 and

respectively.

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

For the three and nine months ended March 31, 2023, under a similar arrangement, the Company made payments of

$ 374,367 and

respectively.

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

For the three and nine months ended March 31, 2024, the Company recorded total interest expense in the amount of 7,436

and $ 12,692 related

2 unchanged sentences

Total interest expense recorded

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.

for the three and nine months ended March 31, 2024, was $ 303,802 and $ 758,057 , respectively.

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY

4 unchanged sentences

shares have been designated as Series A Convertible 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

At March 31, 2024, and June 30, 2023, there were zero

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 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.

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

Dividends — The

13 unchanged sentences

“Conversion Ratio”).

Common Stock —The

Common Stock —During the period ended March 31, 2024, the Company increased its authorized

shares of Common Stock.

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

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

At March 31, 2024, and June 30, 2023, there were

147,488,598 and 63,698,144 shares issued and outstanding, respectively.

Voting — Holders of

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

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

2 unchanged sentences

Liquidation Rights —

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

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

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

preferences to holders of preferred stock, the holders of Common Stock will be entitled to share ratably in the distribution of any of

the remaining assets.

Purchase Agreement with Lincoln Park Capital

5 unchanged sentences

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

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.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 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 nine months

ended March 31, 2024, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Preferred Stock Issuances

12 unchanged sentences

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

On February 13, 2024 pursuant

to the acquisition of Renovaro Cube, the 561,010

shares of Preferred Stock were converted into an aggregate of 5,610,100

shares of Common Stock.

As of March 31, 2024 there were zero shares of 0 Preferred

Stock outstanding.

Common Stock Issuances

3 unchanged sentences

Company issued 1,000,000

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

shares of Common Stock for advisory services to Avram Miller, a member of 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 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

reflected as issued and outstanding in the accompanying financial statements.

The Escrow Shares are reserved to acquire the shares

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

February 13, 2024 the Company issued 70,834,183 shares of Common Stock pursuant to the Stock Purchase Agreement of Renovaro Cube.

On February 13, 2024 pursuant

to the acquisition of Renovaro Cube, the 561,010 shares of Preferred Stock were converted into an aggregate of 5,610,100 shares of Common

February 15, 2024 the Company closed a private placement of 344,827 shares of Common Stock, $ 0.0001 par value, at $2.90 per share for

aggregate proceeds to the Company of $ 1,000,000 in cash.

On February 15, 2024 the Company

issued 50,000 shares of Common Stock for consulting services.

RENOVARO INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY (Continued)

NOTE 8 — STOCKHOLDERS’

EQUITY (Continued)

On February 20, 2024, 2,953,700

warrants outstanding were exercised ranging from $ 0.53 to $ 0.65 per share and the aggregate $ 1,750,000 of a promissory note held by the

holder was applied to the exercise price of the warrants (see Note 7).

On February 20, 2024, 471,699

warrants outstanding were exercised ranging at $ 0.53 per share and $ 250,000 of a promissory note held by the holder was applied to the

exercise price of the warrants (see Note 7).

Acquisition of Renovaro Denmark

— At March 31, 2024, and June 30, 2023, the Company maintained a reserve of 17,414 shares of Common Stock of the Registrant

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

accompanying consolidated financial statements.

The Escrow Shares are reserved to acquire the shares of Renovaro Denmark held by non-consenting

shareholders of Renovaro Denmark on both March 31, 2024, 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 March 31, 2024.

During the three and nine months ended March 31, 2024, the Company issued zero 0 shares of Common

Stock to such non-consenting shareholders of Renovaro Denmark.

There is no impact on outstanding shares as these shares are reflected

as issued and outstanding.

Stock-based Compensation

4 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 December 31, 2023:

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

the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended March 31, 2024:

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

Renovaro Inc.

4 unchanged sentences

Dividend yield

The Company recognized stock-based

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

February 13, 2024, the Company repriced 3,849,931 eligible employee and consultant options from the original issued exercise price to

$1.92 per share, the closing price of the Company’s Common Stock on February 13, 2024.

The Company recognized stock-based compensation

expense related to the repricing of options of $ 886,849

for the period ended March 31, 2024.

In total, the Company recognized

stock-based compensation expense related to options of $ 1,326,592 and $ 2,775,793 for the three and nine months ended March 31, 2024, respectively.

The Company recognized stock-based compensation expense related to options of $ 1,076,203 and

$ 2,922,166 for the three and nine months ended March 31, 2023, respectively.

At March 31, 2024, the Company had approximately

$ 579,305 of unrecognized compensation cost related to non-vested options.

2 unchanged sentences

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’

EQUITY (Continued)

On October 30, 2019, the Board

5 unchanged sentences

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,

The 2023 Plan replaced the

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

available 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

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

purchase zero 0 and 366,500 shares of Common Stock to employees with a three-year vesting period during the three and nine months ended

March 31, 2024, respectively under the 2019 and 2023 Plan.

The Company granted options to purchase 15,000

and 193,000 shares of Common Stock to employees with a three-year vesting period during the three and nine months ended March 31, 2023,

respectively under the 2019 Plan.

During the three and nine months

ended March 31, 2024, 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 nine months ended March 31, 2023, 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 Plan.

During the three and nine months

ended March 31, 2024, 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 nine months ended March 31, 2023, the Company granted options to purchase zero 0 and 73,200

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

During the three and nine months

ended March 31, 2024, the Company granted options to purchase 28,196 and 371,595 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 nine months ended March 31, 2023, the Company granted options to purchase 64,655 and 275,572 shares

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

During the three and nine months

ended March 31, 2024, the Company granted options to purchase zero and 26,000 shares, respectively of Common Stock for Scientific Advisory

Board members with immediate vesting under the 2023 Plan.

During the three and nine months ended

March 31, 2023, the Company did not grant options to Scientific Advisory Board members to purchase

shares of Common Stock with immediate vesting.

the three and nine months ended March 31, 2024, the Company granted options to purchase 10,000 shares of Common Stock to a consultant

with ten months vesting.

During the three and nine months ended March 31, 2024, the Company forfeited zero and 7,000 options, respectively,

to purchase shares of Common Stock to a consultant with immediate vesting.

RENOVARO INC.

3 unchanged sentences

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 6,268,078 shares of Common Stock.

On February 13, 2024, the Company repriced 3,849,931 eligible employee

and consultant options from the original issued exercise price to $1.92 per share, the closing price of the Company’s Common Stock

on February 13, 2024.

The Company recognized stock-based compensation expense related to the

repricing of options of $886,849 for the period ended March 31, 2024.

To date the Company has granted

options under the 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 6,306,275 shares of Common Stock.

At March 31, 2024,

the Company has 4,875,419 options available to be issued under the 2023 Plan.

A summary of the status of the

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

Plan Options outstanding at March 31, 2024, is presented below:

Schedule of stock options outstanding

11 unchanged sentences

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

Plan Options at March 31, 2024, and changes since July 1, 2023, are presented below:

Schedule of stock option activity

6 unchanged sentences

Exercisable at end of period

At December 31, 2023, the Company

had 3,433,830 exercisable Plan Options outstanding.

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.

At March 31, 2024, the Company had Plan Options to purchase 3,657,550 shares

of common stock that were exercisable.

The total intrinsic value of options exercisable at March 31, 2024, was $3,839,725.

Intrinsic value

is measured using the fair market value at the date of exercise (for shares exercised) and at March 31, 2024 (for outstanding options),

less the applicable exercise price.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’

EQUITY (Continued)

Common Stock Purchase Warrants

A summary of the status of the

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

Common Stock Purchase Warrants outstanding at March 31, 2024, is presented below:

Schedule of common stock purchase warrants outstanding

8 unchanged sentences

Weighted Average Exercise Price

A summary of the warrants outstanding

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

A summary of the warrants outstanding at March 31, 2024, and changes since

July 1, 2023, are presented below:

Schedule of warrants outstanding

2 unchanged sentences

Outstanding at beginning of period

( 3,951,344 )

Cancelled/Expired

Outstanding and exercisable at end of period

At March 31, 2024, the Company had 2,402,008 exercisable Common Stock Purchase

Warrants outstanding.

The total intrinsic value of warrants exercisable at March 31, 2024, was $ 4,277,992 .

Intrinsic value is measured

using the fair market value at the date of exercise (for shares exercised) and at March 31, 2024 (for outstanding warrants), less the

applicable exercise price.

Restricted Stock Awards (RSA)

The Company recognized stock-based compensation expense related to RSAs of

$ 535,009 and $ 1,068,865 for the three and nine months ended March 31, 2024, 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 March 31, 2024, the Company had $ 1,691,135 of unrecognized stock-based compensation expense

remaining to be amortized.

RENOVARO INC.

1 unchanged sentence

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

10 unchanged sentences

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.

no expense was incurred for the three and nine months ended March 31, 2024 and 2023.

On January 31, 2020, the Company

14 unchanged sentences

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

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.

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 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.

There were no payments made

after January 31, 2022.

The Company paid zero under the HBV License Agreement in the three and nine months ended March 31, 2024, and 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

4 unchanged sentences

(the “Prevention and Treatment”).

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — COMMITMENTS AND CONTINGENCIES (Continued)

The Development License Agreement

33 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

non-consenting shareholders – The 17,414

remaining shares of Common Stock related to the Acquisition of Renovaro Denmark have been reflected as issued and outstanding in the

accompanying financial statements.

There were zero 0 shares of Common Stock issued to such non-consenting stockholders

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

remaining shares of Common Stock related to the Acquisition of Renovaro Denmark have

been reflected as issued and outstanding in the accompanying financial statements.

There were zero shares of Common Stock issued

to such non-consenting stockholders during the three and nine months ended March 31, 2024 (see Note 8.)

Service Agreements – The

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.

– On September 28, 2023, the Company, entered into a Stock Purchase Agreement (the

“ Purchase Agreement ”) with GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“ GEDi

Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company will acquire 100 % of the

equity interests of GEDi Cube from its equity holders (the “ Sellers ”) and GEDi Cube will become a wholly-owned subsidiary

of the Company (the “ Transaction ”).

On September 28, 2023, the Board of Directors of the Company, and the board of

managers of GEDi Cube unanimously approved the Purchase Agreement.

effective time of the Transaction (the “ Effective Time ”), each ordinary share of GEDi Cube (each, a “ GEDi

Cube Share ”) issued and outstanding as of immediately prior to the Effective Time will be exchanged for (i) shares of Common

Stock of the Company (the “ Renovaro Shares ”) such that the total number of Renovaro Shares issued to the holders of

GEDi Cube Shares shall equal 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

of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including:

(i) adoption of the Purchase

Agreement by holders of all of the outstanding GEDi Cube Shares, (ii) approval of the issuance of Renovaro Shares in connection with

the Transaction by a majority of the votes cast at the shareholder meeting of the Company, (iii) absence of any court order or regulatory

injunction prohibiting completion of the Transaction, (iv) subject to specified materiality standards, the accuracy of the representations

and warranties of the other party, (v) the authorization for listing of Renovaro Shares to be issued in the Transaction on the Nasdaq,

(vi) compliance by the other party in all material respects with its covenants, and (vii) the entry by the parties into a registration

rights agreement, to become effective as of the Effective Time, pursuant to which the Company will provide registration rights to

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

The Purchase Agreement also contains customary

covenants and agreements, including covenants and agreements relating to (i) the conduct of each of the Company’s and GEDi

Cube’s business between the date of the signing of the Purchase Agreement and the closing date of the Transaction and (ii) the

efforts of the parties to cause the Transaction to be completed.

The Purchase Agreement contains certain termination rights for both the

Company and GEDi Cube.

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

11 unchanged sentences

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.

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — COMMITMENTS AND CONTINGENCIES (Continued)

Federal Derivative Litigation .

47 unchanged sentences

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.

4 unchanged sentences

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.

Trial is currently scheduled

to begin on March 3, 2025.

The Company denies these allegations and intends to vigorously defend against the cross claims while pursuing

its claims against the Defendants.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — COMMITMENTS AND CONTINGENCIES (Continued)

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.

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.

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”)

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.

Trial is currently scheduled to begin on July 15, 2024.

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.

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

In the Verified

Complaint, Plaintiffs alleged 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.

alleged 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

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

4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”).

Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference

with a contract, and several other torts.

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 claims.

On August 24, 2023, counsel on behalf of Weird Science,

20 unchanged sentences

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.

The defendants have not

yet responded to the Derivative Complaint.

The Company denies the allegations in the Derivative Complaint and intends to vigorously defend

against the claims asserted therein.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 — RELATED PARTY TRANSACTIONS

As of March 31, 2024, the

Company has accrued $ 111,750

of compensation related expenses for the Company’s Chief Executive Officer, Mark Dybul, related to budget constraints.

On March 26, 2024, the Company

issued a Promissory Note to Paseco ApS, a Danish entity and greater than 5% shareholder, in the principal amount of $ 160,000 .

bears an interest rate of 10 % per annum and was to mature on May 1, 2024 .

On May 1, 2024, the Company and Paseco ApS entered into an amendment

to the Promissory Note to extend that maturity to July 1, 2024 (the “Maturity Date”).

The Company is required to pay interest

on the maturity date.

As of March 31, 2024, the Company accrued $ 215 of interest expense that is included in accrued expenses on the balance

The Note balance at March 31, 2024 is $ 160,000 (see Note 7.)

On February 16, 2024, the Company received an exercise

notice from RS Bio to exercise 471,699 warrants outstanding at an exercise price of $ 0.53 per share.

The holder applied $ 250,000 of one

of its outstanding note payable balance to the exercise price (see Note 7.)

On February 16, 2024, the Company

received an exercise notice from Paseco ApS to exercise 2,953,700

warrants outstanding with exercise prices ranging from $ 0.53

The proceeds of $ 1,750,000

were immediately applied to the outstanding note payable balance (see Note 7.)

On February 5, 2024, the Company

entered into an agreement with RS Bio to issue 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.

The Note bears an interest rate

of 12 % per annum and matured on March 1, 2024 (the “Maturity Date”).

The obligations under this Note are secured by the Amended

and Restated Security Agreement (discussed below).

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

For the three and nine

months ended March 31, 2024, discount amortization of $ 5,263 was charged to interest expense.

As of March 31, 2024, the Company accrued

$ 3,158 of interest expense that is included in accrued expenses on the balance sheet.

The Note balance, net of discount at March 31, 2024

is $ 105,263 (see Note 7.)

On January 2, 2024, the Company

entered into an agreement with RS Bio to issue a 5 % Original Issue Discount Secured Promissory Note for the principal amount of $ 526,315

(the “January 2024 Note”).

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

issue discount.

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

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

For the three and nine months ended March 31, 2024, discount

amortization of $ 26,315 was charged to interest expense.

As of March 31, 2024, the Company accrued $ 15,789 of interest expense

that is included in accrued expenses on the balance sheet.

The January 2024 Note balance, net of discount at March 31, 2024 is $ 526,315

(see Note 7.) In connection with the entry into the January 2024 Note, the Company and Paseco ApS agreed to amend and restate the Security

Agreement (see Note 7) to add the Company’s obligations under the November 2023 Note and the January 2024 Note to the Secured Obligations

(as defined in the Amended and Restated Security Agreement).

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 .

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 and six months ended December 31, 2023 the Company issued

zero 0 and 1,000,000

restricted common shares in lieu of services.

entered into an agreement with RS Bio to issue a 5 % Original Issue Discount Promissory Note for the principal amount of $ 1,000,000 (the

“November 2023 Note”).

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

RENOVARO INC.

1 unchanged sentence

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,

NOTE 10 — RELATED PARTY TRANSACTIONS (Continued)

October 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.

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

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.

co-founder of Intel Capital, entered into an advisory agreement with the Company (the “Advisory Agreement”), pursuant

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

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.

On August 1, 2023, RS Bio, purchased

in a 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

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,

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 ApS for business advisory services since December of 2019.

For the three and nine months ended March 31, 2024 the

Company issued zero and 1,000,000 restricted common shares as payment for services rendered thereunder.

The Company currently has a consulting agreement with

Paseco for business advisory services that commenced in December of 2019.

For the three and nine months ended March 31, 2024 the Company

issued zero and 1,000,000 restricted common shares, respectively, for services provided.

The information

set forth above in Note 7—Debt—Notes Payable—Promissory Note relating to the Promissory Note issued to Paseco ApS is

incorporated herein by reference.

11 — ACQUISITION

28, 2023, the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with GEDi Cube Intl Ltd.,

a private company formed under the laws of England and Wales (“ GEDi Cube ”) to acquire 100% of the equity interests

of GEDi Cube from its equity holders (the “ Sellers ”).

On September 28, 2023, the Board of Directors of the Company,

and the board of managers of GEDi Cube unanimously approved the Purchase Agreement and on January 25, 2024, the shareholders of the Company

approved the issuance of the shares of Common Stock pursuant to the Purchase Agreement.

The acquisition adds complementary product candidates and technologies

from GEDi Cube and may accelerate the Company's product development and therapeutic approaches for cancer and other diseases.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 — ACQUISITION (Continued)

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.

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.

transaction was accounted for in accordance with the provisions of ASC 805-10 - Business Combinations .

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 held 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.

assets acquired and liabilities assumed are recognized provisionally in the accompanying condensed consolidated balance sheets at

their estimated fair values as of the acquisition date.

The initial accounting for the business combination is not complete as the

Company is in the process of obtaining additional information for the valuation of acquired intangible assets and deferred tax

The provisional amounts are subject to change to the extent that additional information is obtained about the facts and

circumstances that existed as of the acquisition date.

GAAP, the measurement period shall not exceed one year from the

acquisition date and the Company will finalize these amounts no later than February 13, 2025.

The estimated fair values as of the

acquisition date are based on information that existed as of the acquisition date.

During the measurement period the Company may

adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that the Company has

subsequently obtained regarding facts and circumstances that existed as of the acquisition date.

The acquisition-date

fair value of the consideration transferred totaled approximately $156 156,559,131 million, which consisted of the following:

of acquisition date fair value

$ 136,001,631

Contingent consideration

Total consideration transferred

$ 156,559,131

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 — ACQUISITION (Continued)

fair value of the Company’s common shares issued as consideration was based on the closing price of the Company’s common

stock as of the Acquisition Date.

The fair value determination of the contingent consideration is further detailed in Note 3 to

these condensed consolidated financial statements.

The following

table details the provisional fair values of the assets acquired and liabilities assumed at the acquisition date:

Schedule of fair values of the assets acquired and liabilities assumed

Prepaid & Other Assets

Operating lease ROU

In-process research and development

Total Assets Acquired:

Accounts Payable

Accrued Expenses

Operating Lease liability

Notes Payable

Deferred tax liabilities

Total Liabilities Assumed

Net Assets Acquired

Total Consideration

$ 156,559,131

recognized is attributable primarily to expected synergies and the assembled workforce of Gedi Cube.

None of the goodwill is expected

to be deductible for income tax purposes.

fair values of the acquired tangible and intangible assets were determined using variations of the income approach.

The income approach

valuation methodology used for the intangible assets acquired makes use of Level 3 inputs.

The in-process

research and development acquired represents know-how and intellectual property being developed by GEDi Cube pertaining to its diagnostic

platform currently being developed.

The fair value of this asset was determined based on a cash flow model with forecasted revenues and

expenses specifically tied to the diagnostic platform.

Those cash flows were then discounted at 19.2% over the life of the projections.

The discount rate was determined by the use of a weighted average return on assets analysis.

Company recognized approximately $ 1.2

million of acquisition related costs that were expensed during the period ended March 31, 2024.

These costs are included in

“selling, general and administrative expenses” in the accompanying condensed consolidated statements of operations.

of revenue and loss of GEDi Cube, included in the Company’s consolidated statements of operations from the Closing Date through

March 31, 2024 are as follows:

Schedule of consolidated

statements of operations

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 — ACQUISITION (Continued)

Consolidated unaudited pro forma information:

The following consolidated pro forma information assumes

that the acquisition of Renovaro Cube took place on July 1, 2023 for the statement of operations for the nine-month period ended March

These amounts have been estimated after applying the Company’s accounting policies:

Schedule of consolidated

proforma information

$ ( 33,622,997 )

NOTE 12 — 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.

On April 5, 2024, the Company issued 33,760 shares of common

stock for consulting services valued at $ 94,190 .

On April 9, 2024, the Company

issued a Promissory Note to Paseco ApS in the principal amount of $ 150,000 .

The Note bears an interest rate of 10 % per annum and shall

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

The Company is required to pay interest on the Maturity Date.

From April 15, 2024, to May 7,

2024, the Company issued Promissory Notes to Paseco ApS in the aggregate principal amount of $ 855,149 .

The Company received $ 855,149 in

The Notes bear an interest rate of 10 % per annum and shall mature on July 1, 2024 (the “Maturity Date”).

is required to pay interest on the Maturity Date.

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