What changed in this filing

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Item 1. Legal Proceedings

2024-05-15 compared with 2024-02-14 · 56 added, 70 removed, 78 unchanged (62% of the section changed)

12 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.

Federal Derivative Litigation .

53 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.

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.

On June 7, 2023, Weird Science

LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity

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

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

Plaintiffs allege that

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

Rights Agreement”).

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

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

to have their Registrable Securities included in such registration statement.

Plaintiffs allege that the Company breached these registration

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

and February 11, 2022.

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

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

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

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

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

Plaintiffs seek compensatory,

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

costs, and attorneys’ fees.

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

The Company denies

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

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.

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.

The Company moved to dismiss the Verified Complaint on September

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,

5 unchanged sentences

Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those obligations.

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

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

The Verified Stockholder

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

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

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

waste, unjust enrichment, and contribution/indemnification.

Weird Science and Wittekind seek unspecified compensatory, exemplary and punitive

damages and certain injunctive relief.

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

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

stockholders notice for January 25, 2024.

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

as in the Derivative Complaint.

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

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

Verified Stockholder Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section

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

The Derivative Complaint also includes claims of

breach of fiduciary duty, corporate waste, unjust enrichment, and contribution/indemnification.

Weird Science and Wittekind seek

unspecified compensatory, exemplary and punitive damages and certain injunctive relief.

Simultaneously with the Derivative

Complaint, Weird Science and Wittekind filed an emergency Ex Parte Application for Temporary Restraining Order

(“Application”) asking the Court to enjoin a special meeting of the Company’s stockholders noticed for January 25,

As the basis for the Application, Weird Science and Wittekind recited many of the same allegations as in the Derivative

The Court denied the Application on January 24, 2024.

The Company denies the allegations in the Derivative

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

Risk Factors.

Risk factors that may affect our

business and financial results are discussed within Item 1A ”Risk Factors” of our annual report for the fiscal year ended

June 30, 2023, on Form 10-K (“2023 Form 10-K”) filed with the SEC on October 2, 2023.

There have been no material

changes to the disclosures relating to this item from those set forth in our 2023 Form 10-K.

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities.

Mine Safety Disclosures.

Not applicable.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings