What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-05-15 · 587 added, 1522 removed, 347 unchanged (86% of the section changed)

9 unchanged sentences

The results for the period ended

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

September 30, 2024, are not necessarily indicative of the results of operations for the full year.

These financial statements and related

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

and other assets

Current Assets

Prepaids and other assets

Total Current Assets

Property and equipment, net

OTHER ASSETS:

Definite life intangible assets, net

Indefinite life intangible assets

Deposits and other assets

Operating lease right-of-use assets

Total Other Assets

and equipment, net

life intangible assets, net

and other assets

lease right-of-use assets

$ 121,832,637

$ 163,129,450

payable – trade

current liabilities

Accounts payable – trade

Accrued expenses

Other current liabilities

Contingent consideration liability, current (Note 3)

Current portion of operating lease liabilities

Notes payable, net

Convertible notes payable

Total Current Liabilities

consideration liability

notes payable

portion of operating lease liabilities

payable – related parties, net

Current Liabilities

lease liabilities, net of current portion

Non-Current Liabilities

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 (Note 9)

STOCKHOLDERS’ EQUITY:

Preferred stock, $ 0.0001

and Contingencies (Note 7)

STOCKHOLDERS’

stock, $ 0.0001

shares authorized;

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

June 30, 2023

Common Stock, par value $ 0.0001 ,

shares issued and outstanding

Stock, par value $ 0.0001 ,

shares authorized, 157,617,368

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

shares issued and outstanding at September

30, 2024, and 155,027,245

shares issued and outstanding at June 30,

Additional paid-in capital

Accumulated deficit

paid-in capital

( 368,891,461 )

( 324,679,425 )

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

other comprehensive income (loss)

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 121,832,637

$ 163,129,450

See accompanying notes to the unaudited condensed consolidated

4 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Operating Expenses

1 unchanged sentence

Research and development

Intangible asset impairment (Note 5)

Goodwill impairment

Depreciation and amortization

3 unchanged sentences

( 8,884,114 )

( 30,345,029 )

( 15,621,918 )

Other Income (Expense)

Change in fair value of contingent consideration (Note 3)

Change in fair value of contingent consideration

Loss on extinguishment of debt

Loss on extinguishment of contingent consideration liability

Interest expense

Interest and other income (expense)

Interest income and other income (expense)

Total Other Income (Expense)

1 unchanged sentence

$ ( 9,175,028 )

$ ( 30,728,563 )

$ ( 16,485,804 )

BASIC AND DILUTED NET LOSS PER

BASIC AND DILUTED NET LOSS PER SHARE

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

5 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

$ ( 17,024,414 )

$ ( 4,328,296 )

September 30,

$ ( 44,212,036 )

5 unchanged sentences

$ ( 9,209,629 )

$ ( 29,664,711 )

$ ( 16,487,753 )

See accompanying notes to the unaudited condensed consolidated

6 unchanged sentences

# of Common Shares

Common Shares

Common Shares Amount

Additional Paid-In Capital

1 unchanged sentence

Accumulated Other Comprehensive Income

June 30, 2023

( 244,029,253 )

$ ( 244,029,253 )

Issuance of preferred stock and warrants in private placement

Issuance of preferred stock and warrants for conversion of Note Payable

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

Restricted shares issued for services rendered

5 unchanged sentences

$ 300,008,449

Stock issued pursuant to warrants exercised

Restricted shares issued for advisory services

Stock-based compensation

$ ( 253,204,281 )

( 324,679,425 )

Foreign currency translation adjustment

December 31, 2023

( 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)

Restricted shares issued for services rendered

Forfeited shares of common stock

Stock-based compensation

2 unchanged sentences

Foreign currency translation adjustment

March 31, 2024

$ 442,304,652

$ ( 274,757,816 )

$ 168,595,556

of Series A Preferred Shares

A Preferred Shares Amount

Paid-In Capital

Other Comprehensive Income

$ 276,989,179

$ ( 204,345,197 )

Stock issued pursuant to warrants

Contingent shares issued pursuant

to acquisition agreement

Stock-based compensation

( 7,699,760 )

Foreign currency

translation adjustment

September 30, 2024

$ 460,665,481

Shares issued in lieu of interest

on $1.2 million notes payable extension

Stock-based compensation

$ ( 368,891,461 )

( 4,457,748 )

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

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

For the Three Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 44,212,036 )

$ ( 9,175,028 )

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

Loss on extinguishment of contingent consideration liability

Changed in value of contingent consideration

( 9,250,000 )

Stock-based compensation expense

Intangible asset impairment

Restricted shares for services rendered

Amortization of discount on notes payable

Goodwill impairment

Amortization of discount of notes payable

Changes in assets and liabilities:

6 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 2,016,328 )

( 2,777,207 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Notes receivable prior to acquisition

Cash received from acquisition

Purchase of property and equipment

Notes receivable

( 1,057,875 )

NET CASH USED IN INVESTING ACTIVITIES

( 1,057,875 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of promissory notes

Proceeds from issuance of convertible promissory notes

Repayment of finance agreement

1 unchanged sentence

Proceeds from notes payable

Proceeds from exercise of warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

1 unchanged sentence

NET CHANGE IN CASH

( 1,351,006 )

CASH, BEGINNING OF PERIOD

3 unchanged sentences

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES

Finance agreement entered into in exchange for prepaid assets

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

Common shares issued for contingent earn out liability

Conversion of note payable for issuance of preferred stock

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

Debt discount related to convertible promissory notes

Cancellation of restricted stock awards

See accompanying notes to the unaudited condensed consolidated

5 unchanged sentences

ACCOUNTING POLICIES

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

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

Biosciences Inc.

to Renovaro Inc.

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

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

to Renovaro Biosciences Inc.

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.

(“Renovaro”, and together with its subsidiaries, the “Company”, “we”

Renovaro Inc.

operates through two subsidiaries, Renovaro Biosciences and Renovaro Cube.

Renovaro Cube refers to

Renovaro Cube Intl Ltd.

(formerly known as GediCube Intl.

Ltd.) and its wholly owned subsidiaries GediCube, B.V.

and Grace Systems B.V.,

which were acquired on February 13, 2024.

Renovaro Biosciences is a biotechnology

company intending to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term

or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human

Immunodeficiency Virus (HIV) infections.

Renovaro Cube is an AI-driven healthcare technology company focusing on the earliest possible

detection of cancer and its recurrence.

Renovaro Cube has developed a proprietary AI platform that analyzes genetics using Explainable

AI to provide earlier and more accurate cancer diagnosis.

Basis of Presentation –

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

the United States of America (“U.S.

The Company prepares consolidated financial statements in accordance with accounting

principles generally accepted in the United States of America (“U.S.

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

Securities and Exchange

Commission (“SEC”).

Securities and Exchange Commission (“SEC”).

The accompanying financial statements are unaudited.

In the opinion of management, all adjustments

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

flows at March 31, 2024, and 2023 and for the periods then ended have been made.

In the opinion of management,

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

and cash flows at September 30, 2024, and 2023 and for the periods then ended have been made.

Certain information and footnote disclosures

1 unchanged sentence

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 statements.

The results of operations for the period ended March

31, 2024 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, 2024 audited financial statements.

The results of operations for the period ended September 30, 2024 are

not necessarily indicative of the operating results for the full year.

Consolidation – For

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

the three months ended September 30, 2024, and 2023, the condensed consolidated financial statements include the accounts and operations

of the Company and its subsidiaries.

1 unchanged sentence

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 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.

The Company’s balance sheet accounts are translated

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

dollars at the average

exchange rates prevailing during the periods ended 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.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Property and Equipment –

Property and equipment are stated at cost.

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

equipment are capitalized and depreciated upon being placed in service.

Expenditures for maintenance and repairs are charged to expense

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

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

Intangible Assets – The

Company has both definite and indefinite life intangible assets.

Definite life intangible assets

include patents.

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

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

Definite life intangible

assets are recorded at cost.

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

If it is determined that a patent

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

Definite life intangible assets are amortized

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

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

Indefinite life intangible assets

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

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

in circumstances indicate the carrying value may not be recoverable.

Impairment of Goodwill and Indefinite

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

level below the operating segment level.

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

carrying value, including goodwill.

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

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

If the carrying value of the reporting unit

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

The 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 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

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

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

Circumstances which

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

significant decreases in the market price of the asset;

significant adverse changes

in the business climate or legal factors;

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

of continuing losses associated with the use of the asset;

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

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

Recoverability of assets to be

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

generated by the asset.

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

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

Assets to be disposed of would

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

no longer be depreciated.

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Leases – In accordance

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

at the lease commencement date and thereafter.

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

reasonably assured to exercise, if applicable.

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

the lease, if that rate is readily determinable;

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

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

Rent expense for operating leases

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

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

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

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

condensed consolidated statements of operations.

The Company has elected the practical

expedient to not separate lease and non-lease components.

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

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

(see Note 6.)

Research and Development Expenses

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

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

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

Research and development expenses for the three 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

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

asset and liability approach for accounting for income taxes.

Loss Per Share – The

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

Basic earnings

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

Diluted earnings

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

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

but have not been exercised 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.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock Options and Restricted

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

The Company accounts

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

Stock-Based Compensation

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

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

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

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

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

the vesting period.

Stock based compensation costs for the vesting of options and RSUs granted for the three 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 nine months ended March 31, 2023 were $ 1,076,203 and $ 2,922,166 , respectively (See Note 8.)

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.

Functional Currency & Foreign

Currency Translation – The functional currency of Renovaro Biosciences Denmark ApS 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.

for the purpose of these financial statements.

The Company’s balance sheet accounts are translated into U.S.

dollars at the period-end

exchange rates and all revenue and expenses are translated into U.S.

dollars at the average exchange rates prevailing during the periods

ended September 30, 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.

Recently Adopted Accounting

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

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

Pronouncements – In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures ,” which requires a public entity to disclose significant segment expenses and other segment items on an

annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets

that are currently required annually.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU on July 1, 2024.

adoption of this ASU had no impact on the Company's condensed consolidated financial statements.

2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” which enhances

the transparency and decision usefulness of income tax disclosures by requiring;

(1) consistent categories and greater disaggregation

of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments

to improve the effectiveness of income tax disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with

early adoption permitted.

These amendments are to be applied prospectively, with retrospective application permitted.

The Company is currently

evaluating the impact this standard will have on its condensed consolidated financial statements.

currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed

consolidated financial statements.

NOTE 2 — GOING CONCERN

5 unchanged sentences

financing to fund operations.

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

The Company incurred a net loss of $ 44,212,036 and $ 9,175,028 for the quarters ended September 30, 2024

and 2023, respectively.

As of September 30, 2024, the Company had cash and cash equivalents of $ 220,571 and an accumulated deficit of

$ 368,891,461 and a working capital deficit of $ 21,087,220 .

These conditions raise substantial doubt about the Company’s ability to continue as

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

The condensed consolidated financial statements do not

include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities

These conditions raise substantial doubt about the Company’s ability

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

The consolidated financial statements

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

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

Management has reduced overhead and administrative costs by streamlining the organization

to focus around two of its therapies (oncology and a HIV therapeutic vaccine) 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.

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

working capital reserves.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to focus around the development and validation of its AI-driven cancer diagnostics platform.

The Company has tailored its workforce to

focus on these activities.

In addition, the Company intends to secure additional required funding through equity or debt financing.

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

2025 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization

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

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 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

4 unchanged sentences

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:

As a basis for considering such assumptions, the guidance

establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

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

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

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

There were no Level 1, 2 or 3 assets,

nor any Level 1 or 2 liabilities as of September 30, 2024.

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.

Level 3 liabilities held as of September 30, 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 the Acquisition and is subsequently remeasured

to fair value at the end of each reporting period.

As of September 30, 2024, there were 7,613,301 contingent shares issuable in connection

with the Acquisition.

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 September 30, 2024, were:

Schedule of contingent consideration liability

Exercise Price

4 unchanged sentences

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

the Level 3 liability at September 30, 2024, which is recorded on the consolidated balance sheet at fair value on a recurring basis.

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

Schedule of fair value measurement on recurring basis

Fair Value Measurements at

7 unchanged sentences

Balance June 30, 2024

Contingent consideration in Acquisition

Fair value adjustment

Contingent Consideration Liability at March 31, 2024

NOTE 4 — PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment

March 31, 2024

June 30, 2023

Lab Equipment and Instruments

Leasehold Improvements

Furniture, Fixtures and Equipment

Less Accumulated Depreciation

Net Property and Equipment

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

( 9,250,000 )

Contingent Consideration Liability at September 30, 2024

NOTE 4 — 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

of $ 31,042 and $ 39,676 , respectively.

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

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:

Schedule of intangible assets

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 goodwill valued at $ 159,464,039 .

Impairment – During the quarter ended September

30, 2024, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the

changes in the projected economic benefits to be realized from this reporting unit.

Management concluded the significant driver for the

change in the economic benefits was due to the Company’s continued inability to raise capital for the further development of the

technologies within this reporting unit.

Therefore, an impairment adjustment of $ 47,614,729 was recorded for the period ended September

At September 30, 2024 and June

30, 2024, definite-life and indefinite-life intangible assets consisted of the following:

Schedule of definite-life and indefinite-life intangible assets

June 30, 2024

Translation Adjustment

March 31, 2024

September 30, 2024

Definite Life Intangible Assets

1 unchanged sentence

Net Definite-Life Intangible Assets

Indefinite Life Intangible Assets and Goodwill

( 47,614,729 )

Total Indefinite Life Intangible Assets and Goodwill

Total Goodwill

$ 159,330,161

1 unchanged sentence

$ 118,171,345

Expected future amortization expense

is as follows:

Expected future amortization expense is as follows:

Schedule of expected future amortization expense

Year ending June 30,

During February 2018, the Company

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

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

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

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

The base rent increased by 3% each year

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

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

improvements that was not utilized.

On June 19, 2018, Renovaro entered

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

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

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

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

a total rentable 3,554 square feet.

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

per month for the tenth year.

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

Renovaro subleased the space as

of June 25, 2022 through April 30, 2023.

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

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:

Expected lease term

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

certain that the Company would exercise such options.

The Company’s 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

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

As the Company does not have any external borrowings for

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

Treasury Yield Curve rate that

corresponds to the length of each lease.

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

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

As of March 31, 2024, the weighted-average

discount rate is 5.16 %.

Lease and non-lease components

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

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

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

because they are variable.

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

the period in which the costs are incurred.

Below are the lease commitments

for the next 5 years:

lease commitments

Year Ending June 30 th

Lease Expense

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.

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

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

The Company received

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

The first sublease

payment began on August 1, 2022.

In accordance with ASC Topic 842,

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

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

date of the sublease.

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

The sublease was classified as an operating lease,

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

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

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

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

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

The Company recognized operating

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

During the three and nine months

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

Schedule of net operating

lease expenses

For the Three Months Ended

For the Nine Months Ended

Operating Lease Expense

Sub lease Income

Total Net Lease Expense

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 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 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.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Years ended June 30,

NOTE 5 — 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 January 2024 Note —

On January 12, 2024, the Company entered into Subscription Agreements with an investor to issue a Convertible Promissory Note for an aggregate

principal amount of $ 125,000 (the “January 2024 Note”).

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

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

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

The Company received

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

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

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

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

The Company is required to pay interest quarterly, in arrears, in cash,

on the first day of each quarter of each year following the Issue Date prior to the maturity of the 2023 Notes.

Notwithstanding the immediately

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

The 2023 Notes are convertible into shares

of the Company’s Common Stock upon the occurrence of a Qualified Offering (as defined below) or upon the Maturity Date.

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 —

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

a Danish limited company and an existing stockholder of the Company, each with a face value amount of $ 600,000 , convertible into shares

of Common Stock.

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

Interest on the Convertible

Notes commenced accruing on the date of issuance at six percent ( 6 %) per annum, computed on the basis of twelve 30-day months, and was

compounded monthly on the final day of each calendar month based upon the principal and all accrued and unpaid interest outstanding as

of such compound date.

The interest was payable in cash on a semi-annual basis.

conversion price was equal to $12.00 per share of Common Stock.

The Holder did not exercise its conversion feature that expired on

February 6, 2021.

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

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

convertible into cash.

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

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 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.

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.

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — DEBT (Continued)

January 2024 Note bears an interest rate of 12 % per annum and shall mature on December 29, 2024 .

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 January

The January 2024 Note 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 .

December 2023 Notes —

On December 20, 2023, the Company entered into Subscription Agreements to purchase Convertible Promissory Notes for an aggregate

principal amount of $ 120,000 (the “December 2023 Notes”).

The Company received a total of $ 120,000 from the private placement

between December 2023 and January 2024.

The December 2023 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 2023 Notes.

Notwithstanding

the immediately foregoing, at the option of the holder, interest may accrue on the December Notes on a quarterly basis.

The December 2023

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 January 2024 Note and December

2023 Notes balance at September 30, 2024 was $ 245,000 .

Notes Payable —

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.

September 16, 2024, the Company entered into an agreement with RS Bio ApS, a Danish entity controlled by a shareholder (“RS Bio”),

to issue a Promissory Note for the principal amount of $ 100,000 (the “September 2024 Note”).

The Company received $ 100,000

in gross proceeds.

The note bears an interest rate of 12 % per annum and matures on December 31, 2024 .

The note balance at September 30,

2024 was $ 100,000 .

On September 6, 2024, the Renovaro

Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue a Promissory

Note for the principal amount of € 50,000 .

The note bears an interest rate of 12 % per annum and matures on December 31, 2024 .

note balance at September 30, 2024 was approximately $ 57,000 .

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 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

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 “February 2024 Note”).

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

The note bears an interest rate of 12 % per annum and matures on December 31, 2024 .

The note balance, net of discount at September

30, 2024 was $ 105,263 .

1 unchanged sentence

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 .

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

The note bears

an interest rate of 12% per annum and matures on December 31, 2024.

The note balance, net of discount at September 30, 2024 was $526,315.

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.

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

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.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — DEBT (Continued)

The note bears an interest rate of 12 % per annum and matures on December 31, 2024.

The note balance, net of discount at September 30, 2024 was $ 750,000 .

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.

On February 11, 2021, the Company

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

All other terms of the Promissory

Note remained the same.

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

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

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

On May 17, 2022, the Company entered

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

6 % to 12 % per annum.

All other terms of the Promissory Note remained the same.

The change in Maturity Date required an additional year

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

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

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

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

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

Date 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 on the Nasdaq Capital Market on May 30, 2023.

The Holder elected the

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

Effective December 30, 2022, the

Company entered into a third amendment to the Promissory Note.

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

the Promissory Note were secured by the Security Agreement.

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

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

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

Upon an Event of Default (as defined

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

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

On June 12, 2023, the Holder notified

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

Therefore, on June

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

$ 0.0001 per share and (ii) warrants to purchase 283,794 shares of Common Stock at a purchase price of $ 0.53 per share and applied the

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — DEBT (Continued)

On July 31, 2023, the Company

and the Holder agreed to amend the Promissory Note (the “Fourth Amendment”) to provide the Holder with limited conversion

rights in connection with the Company’s next private placement.

Per the terms of the Fourth Amendment, the Holder could elect to

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

notified the Company of its election to exercise the Conversion Right.

As a result, $2 million of the outstanding principal balance of

the Promissory Note was converted into 280,505 Units at $7.13 per unit, comprised of an aggregate of (i) 280,505 shares of Series A Convertible

Preferred Stock of the Company and (ii) Warrants to purchase an aggregate of 1,402,525 shares of Common Stock with an exercise price of

$0.65 per share.

The Series A Convertible Preferred Stock acquired by the Holder 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.

The Company concluded

that in accordance with ASC 470-20-40-4, the difference between the fair value of the Preferred Shares and warrants and the carrying value

of the portion of the Note being converted should be recognized as an extinguishment.

The extinguishment loss of $120,018 is recorded

in Other Income/Loss in the Statement of Operations.

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

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

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

as of November 30, 2023.

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.

Note”) to Paseco ApS.

There have been eight amendments to the Promissory Note since the issuance date, the most recent of which

is dated August 1, 2024.

The principal amount of the Promissory Note, as amended, was payable on November 1, 2024 (the “Maturity

The Promissory Note, as amended, bears interest at a fixed rate of 12 % per annum.

The Promissory Note balance, net of discount

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

Finance Agreement —

On November 30, 2023, the

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

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

respectively.

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

and $ 12,692 related

to the Agreement.

This amount is reflected in other income and expenses.

Total interest expense recorded

for the three and nine months ended March 31, 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

at September 30, 2024 is $ 823,182 .

The Company’s obligations

under the Promissory Note, November 2023 Note, January 2024 Note, February 2024 Note and the September 2024 Note are secured by a Security

To secure the Company’s obligations under the Promissory Note, the Company entered into a Security Agreement with the

Holder, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) for the benefit of Paseco

Upon an Event of Default (as defined in the notes, respectively) Paseco ApS may, among other things, collect or take possession of

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

NOTE 6 — STOCKHOLDERS’ EQUITY

Preferred Stock —

The Company has 10,000,000

authorized shares of Preferred Stock, par value $ 0.0001

per share, of which 1,000,000

shares have been designated as Series A Convertible Preferred 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 Preferred Stock could then be converted in accordance with conversion rights.

Dividends — The

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

form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

other dividends shall be paid on shares of Preferred Stock.

Liquidation Rights —

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

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

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

liquidation value of all Shares held by such holder.

The Series A Preferred Stock is not participating preferred.

Conversion Rights — On

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

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

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

“Conversion Ratio”).

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 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.

Dividends — Holders

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

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 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.

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

On August 1, 2023, the Company

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

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

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

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

In addition, the Company

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

The Company issued an aggregate

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

In connection

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

The Warrants are exercisable

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

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.

During the quarter ended September

30, 2024 and 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Common Stock Issuances

Between July 28, 2023 and September

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

On October 23, 2023 the

Company issued 1,000,000

shares of Common Stock for advisory services to Avram Miller, 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 .

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.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

14, 2024, Renovaro Inc., a Delaware corporation (the “ Company ”) closed a private

placement of 5,315,215 of the Company’s units, each such Unit consisting of (i) one share of the Company’s Common

Stock and (ii) one common stock purchase warrant to purchase one-tenth of a share of Common Stock, with certain investors (the “June

2024 Private Placement”).

Related to the June 2024 Private Placement, ranging from July 3, 2024, to September 16, 2024, the

Company sold 1,423,456 Units at a price per Unit equal to $ 1.4726 to a certain investor who paid in cash an aggregate amount of $ 2,096 ,181

in consideration of the Units.

On August 1, 2024, the Company

issued 2,000,000 shares of Common Stock for consulting services valued at $ 1,400,000 .

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 March 31, 2024:

the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended September 30, 2024:

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

1 unchanged sentence

Expected term (in years)

84.33 % – 108.79 %

Risk free interest rate

3.12 % – 4.83 %

Dividend yield

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.

On August 23, 2024, Avram Miller,

a former member of the Company’s board of directors (the “Board of Directors”), forfeited 833,333 shares of Common Stock

from the original 1,000,000 shares of Common Stock for advisory services originally granted to him on October 11, 2023.

As consideration

for such forfeiture, the Company granted to Mr.

Miller, an option to purchase 978,261 shares of Common Stock of the Company with a per-share

exercise price of, $ 0.69 .

The Company determined that this transaction represented a modification of the original award.

The Company measured

the fair value of the options issued as compared to the fair value of the original issuance and determined that there was no incremental

compensation to recognize as the fair value of the options was less than the fair value of the Common Stock.

Therefore, the Company will

recognize the remaining fair value of the original award over the remaining vesting period, which is one year.

The Company recognized

stock-based compensation expense of $ 222,306 related to the vesting of the stocks options during the period ended September 30, 2024.

At September 30, 2024, the Company had $ 1,122,537 of unrecognized compensation cost related to the options which vest at August 23, 2025.

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.

On February 6, 2014, the Board

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

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

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’

EQUITY (Continued)

On October 30, 2019, the Board

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

which replaced the 2014 Plan.

The 2019 Plan provided that the maximum aggregate number of shares of the Company’s Common Stock reserved

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

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

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

Effective July 21, 2023, the

Company adopted the Renovaro Biosciences Inc.

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

The 2023 Plan replaced the

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 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.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’

EQUITY (Continued)

All of the above options

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

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 March 31, 2024, is presented below:

Schedule of stock options outstanding

Options Outstanding

Options Exercisable

Exercise Price Ranges

Number Outstanding

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

Number Exercisable

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

$ 0.45 – 4.50

$ 4.51 – 6.50

$ 6.51 – 12.00

A summary of the status of the

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

Schedule of stock option activity

Weighted Average Exercise

Average Remaining Life

Weighted Average Intrinsic

Outstanding at beginning of period

Expired/Canceled

Outstanding at end of period

Exercisable at end of period

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 March 31, 2024, is presented below:

Schedule of common stock purchase warrants outstanding

Warrants Outstanding

Warrants Exercisable

Exercise Price

Number Outstanding

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

Number Exercisable

Weighted Average Remaining Contractual Life (years)

Weighted Average Exercise Price

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

July 1, 2023, are presented below:

Schedule of warrants outstanding

Weighted Average Exercise

Weighted Average Remaining

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.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

stock-based compensation expense related to options of $ 357,648 and $ 983,829 for the three months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, the Company had approximately $ 1,239,528 of unrecognized compensation cost related to non-vested options.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

On July 9, 2018, the Company entered

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

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

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

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

G-Tech was entitled to consulting fees for 20

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

Upon the completion of the 20 months, the monthly consulting

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

being rendered or the G-Tech Agreement is terminated.

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

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

On January 31, 2020, the Company

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

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

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

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

On January 31, 2020, the Company entered into a Statement of Work and License

Agreement (the “HBV License Agreement”) by and among the Company, G Tech Bio, LLC, a California limited liability company

(“G Tech”), and G Health Research Foundation, a not-for-profit entity organized under the laws of California doing business

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

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

to treat Hepatitis B Virus (HBV) infections.

The HBV License Agreement states

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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 paid zero under the HBV License Agreement during the quarters ending September 30, 2024, and 2023.

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

1 unchanged sentence

On April 18, 2021, the Company

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

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

License”) to research, develop, and commercialize certain formulations which were aimed at preventing and treating pan-coronavirus

or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza

(the “Prevention and Treatment”).

RENOVARO INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — COMMITMENTS AND CONTINGENCIES (Continued)

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

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

“Development License”) to research, develop, and commercialize certain formulations which were aimed at preventing and treating

pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19

and pan-influenza (the “Prevention and Treatment”).

The Development License Agreement

3 unchanged sentences

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

Additionally, the License Agreement provides

for an up-front payment of $ 10,000,000 and a $ 760,000 payment for expenditures to date prior to the effective date related to research

towards the Prevention and Treatment within 60 days of April 18, 2021.

The Development License Agreement provides for additional payments

upon the occurrence of certain benchmarks in the development of the technology set forth in the Development License Agreement, in each

case subject to the terms of the Development License Agreement.

Additionally, the Development License Agreement

provides for an up-front payment of $ 10,000,000 and a $ 760,000 payment for expenditures to date prior to the effective date related to

research towards the Prevention and Treatment within 60 days of April 18, 2021.

The Development License Agreement provides for additional

payments upon the occurrence of certain benchmarks in the development of the technology set forth in the Development License Agreement,

in each case subject to the terms of the Development License Agreement.

The Development License Agreement

provides for cooperation related to the development of intellectual property related to the Prevention and Treatment and for a 3% royalty

to G-Tech on any net sales that may occur under the Development License Agreement.

The Company is no longer pursuing any product candidates

that relate to this license.

The Company has filed a claim against the Licensors to recover all monies it paid related to this license

(see Contingencies sub-section below).

provides for (i) cooperation related to the development of intellectual property related to the Prevention and Treatment and (ii) a 3%

royalty to G Tech on any net sales that may occur under the Development License Agreement.

The Company is no longer pursuing any product

candidates that relate to this license.

The Company has filed a claim against the Licensors to recover all monies it paid related to this

license (see Contingencies below).

On August 25, 2021, the Company

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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 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

2 unchanged sentences

Securities Class Action Litigation.

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the

“Manici Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District

of California against the Company and certain of the Company’s current and former officers and directors.

The complaints allege,

among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule

10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship

with Serhat Gümrükcü and its commercial prospects.

The complaints seek unspecified damages, interest, fees, and costs.

On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice, but the Chow action remains pending.

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

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

The Company 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)

2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the “Manici

Action”) and together, the “Securities Class Action Litigation”) were filed by purported stockholders of the Company

in the United States District Court for the Central District of California against the Company and certain of the Company’s current

and former officers and directors.

The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of

the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of

material fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects.

complaints seek unspecified damages, interest, fees, and costs.

On November 22, 2022, the Manici Action was voluntarily dismissed without

prejudice, but the Chow action remains pending.

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

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

The Company has filed a motion to dismiss the amended complaint on March

The Court denied the Company’s motion to dismiss on June 28, 2024.

A mediation was held on September 17, 2024, after which

the parties signed a stipulation of settlement, dated November 8, 2024.

The plaintiff’s deadline to file a motion for preliminary

approval of the settlement is December 9, 2024.

Federal Derivative Litigation .

On September 22, 2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court for the Central District

of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States District

Court for the District of Delaware.

Both derivative actions recite similar underlying facts as those alleged in the Securities Class Action

The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s current

and former directors as defendants.

On September 22,

2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court for the Central District of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States District Court for the

District of Delaware.

Both derivative actions recite similar underlying facts as those alleged in the Securities Class Action Litigation.

The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s former directors as

The actions also name the Company as a nominal defendant.

The actions allege violations of Sections

14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and indemnification,

aiding and abetting, and gross mismanagement.

Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement, restitution,

and other costs and expenses.

On January 24, 2023, the United States District Court for the Central District of California stayed the

Koenig matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

April 6, 2023, the United States District Court for the District of Delaware stayed the Solak matter pending resolution of the defendants’

anticipated motion to dismiss in the Securities Class Action Litigation.

The defendants have not yet responded to either complaint.

Company intends to contest these matters but expresses no opinion as to the likelihood of favorable outcomes.

State Derivative Litigation .

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting

similar underlying facts as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the Company, names

Serhat Gümrükcü and certain of the Company’s current and former directors as defendants.

The action also names the

Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and

abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other

costs and expenses.

On January 20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion

The actions allege violations of Sections 14(a) and 20(a) of the

Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting,

and gross mismanagement.

Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement, restitution, and other costs and

On January 24, 2023, the United States District Court for the Central District of California stayed the Koenig matter pending

resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

On April 4, 2023, the United

States District Court for the District of Delaware stayed the Solak matter pending resolution of the defendants’ anticipated motion

to dismiss in the Securities Class Action Litigation.

On June 28, 2024, the United States District Court for the Central District of California

denied defendants’ motion to dismiss the Securities Class Action Litigation.

On October 23, 2024, the court in the Koenig matter

stayed the case pending further order of the court.

The parties’ deadline to file a joint status report in the Koenig matter

is January 10, 2025.

On October 28, 2024, the court in the Solak matter stayed the case for ninety (90) days.

The defendants

have not yet responded to either complaint.

The Company intends to contest these matters but expresses no opinion as to the likelihood

of favorable outcomes.

Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising

from this matter as of the reporting date.

State Derivative Litigation.

On October 20, 2022, Susan

Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting similar underlying facts

as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the Company, names Serhat Gümrükcü

and certain of the Company’s current and former directors as defendants.

The action also names the Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses.

20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities

Class Action Litigation.

On June 28, 2024, the United States District Court for the Central District of California denied defendants’

motion to dismiss the Securities Class Action Litigation.

On October 28, 2024, the court in the Midler matter stayed the case for ninety

The defendants have not yet responded to the complaint.

The Company intends to contest

this matter but expresses no opinion as to the likelihood of a favorable outcome.

The Company intends to contest this matter but expresses no opinion

as to the likelihood of a favorable outcome.

Management is unable to determine the likelihood of a loss, including a possible range of

losses, if any, arising from this matter as of the reporting date.

21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat

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

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

The Complaint alleges that the Defendants

engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting

its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive

outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the Defendants’ conduct, the

Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.”

On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all,

of the Company’s claims, as well as a motion to strike.

On September 6, 2023, the court denied in part and granted in part the pending

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

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

the “Defendants”).

The Complaint alleges that the Defendants engaged in a “concerted, deliberate scheme to alter, falsify,

and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.”

Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies

out of whole cloth.” As a result of the Defendants’ conduct, the Company claims that it “paid approximately $25 million

to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG &

AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims, as well as a motion to strike.

On September 6, 2023, the court denied in part and granted in part the pending motions.

On September 7, 2023, the court entered a case

management order setting the final status conference, trial, and other intervening deadlines.

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

8 unchanged sentences

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.

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.

and Crossfield, Inc.

asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company lacked probable

3 unchanged sentences

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

of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen, the Company’s

former Chief Executive Officer and former member of the Board of Directors, respectively.

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 November 7, 2024, the Court reset the trial date for May 6, 2025.

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.

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.

8 unchanged sentences

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,

Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s books and records (the

“Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”).

The Demand seeks the

Company’s books and records in connection with various issues identified in the Demand.

The Company takes its obligations under

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

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

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

The Verified Stockholder

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

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

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

waste, unjust enrichment, and contribution/indemnification.

Weird Science and Wittekind seek unspecified compensatory, exemplary and punitive

damages and certain injunctive relief.

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

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

Company’s stockholders noticed for January 25, 2024.

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

of the same allegations as in the Derivative Complaint.

The Court denied the Application on January 24, 2024.

The 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

the FAC on December 18, 2023 and a hearing is scheduled for November 15, 2024.

The Company denies Plaintiffs’ allegations and intends

to vigorously defend against the claims.

On August 24, 2023, counsel on

behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s

books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”).

Demand seeks the Company’s books and records in connection with various issues identified in the Demand.

The Company takes its obligations

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

On January 19, 2024, Weird Science

and Wittekind sent the Board of Directors a letter demanding it take corrective actions with respect to twenty-one issues identified therein.

On February 27, 2024, Weird Science and Wittekind sent the Board of Directors a supplemental letter that expanded their demand for corrective

actions to twenty-six issues.

In response to these demand letters, the Board of Directors initially formed a Special Committee (“Special

Committee”) of independent directors on February 29, 2024.

The Special Committee retained Stradling Yocca Carlson & Rauth LLP

as its counsel to investigate the issues identified in the demand letters.

The Special Committee’s investigation is ongoing.

On 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, in connection with, inter alia , Weird Science

and Wittekind’s demand for corrective action.

Plaintiffs filed an amended complaint on June 21, 2024.

The First Amended 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.

The Derivative Complaint names the Company as a nominal defendant.

19, 2024, certain of the director defendants, who had agreed to waive service of the summons and Derivative Complaint, filed a motion

to dismiss the Derivative Complaint on a variety of procedural and substantive grounds.

A hearing on the motion dismiss was held on October

3, 2024 and the court subsequently took the motion under submission.

On October 22, 2024, the plaintiffs filed a notice of certain subsequent

events that they allege relate to their pending motion to dismiss.

On October 29, 2024, the court granted the director defendants’

motion to dismiss and dismissed the Derivative Complaint without prejudice, but also without leave to amend.

On June 21, 2024, the Company filed

suit against Weird Science, Wittekind, and certain trusts in connection with the February 16, 2018 merger involving the Company and two

companies closely associated with Gumrukcu.

In the complaint, the Company alleges that Gumrukcu and others deliberately and fraudulently

concealed a murder-for-hire scheme from the Company in order to induce the Company to enter into the merger agreement, which resulted

in the defendants receiving shares and compensation.

The Company asserts claims for fraudulent concealment, equitable fraud, unjust enrichment,

and civil conspiracy and seeks, inter alia , equitable relief, including, but not limited to, return to the Company any shares received

in connection with the merger, and damages.

On October 1, 2024, the defendants moved to dismiss the complaint.

NOTE 8 — 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 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.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

In addition to Mr.

Miller’s appointment to the Board, 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.

As of September 30, 2024, the Company

has accrued $ 283,652 of compensation related expenses for the Company’s former Chief Executive Officer, Mark Dybul, related to budget

On August 23, 2024, Avram Miller,

a former member of the Board of Directors, forfeited 833,333 shares of Common Stock from the original 1,000,000 shares of Common Stock

for advisory services originally granted to him on October 11, 2023.

As consideration for such forfeiture, the Company granted to Mr.

Miller, an option to purchase 978,261 shares of Common Stock of the Company with a per-share exercise price of, $ 0.69 .

The Company determined

that this transaction represented a modification of the original award.

The Company measured the fair value of the options issued as compared

to the fair value of the original issuance and determined that there was no incremental compensation to recognize as the fair value of

the options was less than the fair value of the Common Stock.

Therefore, the Company will recognize the remaining fair value of the original

award over the remaining vesting period, which is one year.

The Company recognized stock-based compensation expense of $ 222,306

related to the vesting of the stocks options during the period ended September 30, 2024.

At September 30, 2024, the Company had $ 1,122,537

of unrecognized compensation cost related to the options which vest at August 23, 2025.

NOTE 9 — SEGMENT REPORTING

For the period ending September

30, 2024, the Company had two reportable segments.

These segments have different strategic and economic goals and are managed separately

because they require different technology and marketing strategies.

Reportable Segment

RENB (United States)

Developing new immunotherapies to combat cancer

RENC (Netherlands)

Developing a predicative artificial intelligence based diagnostic methodology for the use of earlier cancer detection

The Company’s

chief executive officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly.

During the quarter ended September 30, 2024, there were no significant inter-company revenues or expenses.

The chief operating decision

maker assesses performance for each segment and decides how to allocate resources based on segment operating losses that also is reported

on the consolidated statement of operations.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The accounting policies of each segment are the same as those described in the summary of significant accounting policies.

Schedule of segment operating loss and

asset information

Operating loss

United States

$ 121,832,637

operating decision maker uses loss from operations to evaluate the performance of each segment’s assets in deciding how to allocate

available capital between segments.

The chief operating decision maker also uses loss from operations in their competitive analysis by

benchmarking the Company’s competitors.

The competitive analysis along with the monitoring of budgeted versus actual results are

used in assessing the performance of the segment.

regarding each reportable segment for the quarter ended September 30, 2024, is as follows:

Schedule of information regarding segment reporting

General and administrative

Research and development

Goodwill impairment

Depreciation and amortization

Segment operating loss

Geographic information:

RENC are managed on a worldwide basis but operate in offices located in the United Stated and the Netherlands, respectively.

The geographic

information analyses the Company’s operations and assets based on the country in which each segment operates.

In presenting this

geographic information, segment operating results have been based on the geographic location in which the services were provided to the

segment and segment assets were based on the geographic location of the assets.

NOTE 10 — 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.

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

2 unchanged sentences

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

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.

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

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

7 unchanged sentences

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.

acquired and liabilities assumed were initially recognized provisionally in the accompanying consolidated balance sheets at their estimated

fair values as of the acquisition date.

The fair values as of the acquisition date are based on information that existed as of the acquisition

The Company completed its accounting for this acquisition during the period ended June 30, 2024.

As a result of the completion of

the Company’s analysis, the amount of provisional in-process research and development was determined to have a value of nil.

the amount of goodwill recognized was increased to include the previously recognized provisional amount of in-process research and development.

There was no impact to the Company’s consolidated statement of operations as a result of this change to the provisional allocation.

The acquisition-date

fair value of the consideration transferred totaled approximately $ 156.6 million, which consisted of the following:

of acquisition date fair value

Schedule of acquisition date fair value

$ 136,001,631

2 unchanged sentences

$ 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

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 of the contingent consideration was based on the Sellers’ right to receive additional

shares of common, pro rata, upon the exercise or conversion of warrants, options and convertible notes payables outstanding as of the

Closing Date.

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

Schedule of fair value of assets acquired and liabilities assumed

Prepaid & Other Assets

Operating lease ROU

In-process research and development

Total Assets Acquired:

3 unchanged sentences

Notes Payable

Deferred tax liabilities

Total Liabilities Assumed

Net Assets Acquired

( 2,904,909 )

Total Consideration

3 unchanged sentences

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

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.

of revenue and loss of Renovaro Cube, included in the Company’s condensed consolidated statements of operations from the three months

ended September 30, 2024 are as follows:

Schedule of consolidated statements of operations

$ ( 48,406,163 )

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 three-month

period ended September 30, 2023.

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

Schedule of consolidated

proforma information

Schedule of consolidated proforma information

$ ( 13,146,452 )

unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results

of operations would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future

results of operations.

NOTE 11 — SUBSEQUENT EVENTS

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.

From October 21, 2024, to November

6, 2024, the Company issued Promissory Notes in the aggregate principal amount of $ 900,000 .

The Notes bear an interest rate ranging from

10 % to 12 % per annum and mature from December 31, 2024 , to January 31, 2025 (the “Maturity Date”).

The Company is required

to pay principal and interest on the Maturity Date.

On October 17, 2024, the Company

entered into an investor relations consulting agreement with MZHCI, LLC.

Pursuant to the agreement, the Company issued 160,000 shares

of Common Stock to MZHCI, LLC valued at $ 118,400 .

On October 14, 2024, the

Company issued 250,000 shares of Common Stock as part of a sign on bonus valued at $ 137,500 to the Chief Executive Officer effective

October 14, 2024, David Weinstein.

On October 14, 2024, the

Company issued 500,000 shares of Common Stock for consulting services valued at $ 275,000 .

Related to the June 2024 Private

Placement, ranging from October 2, 2024, to October 10, 2024, the Company sold 190,140 Units at a price per Unit equal to $1.4726 to

a certain investor who paid in cash an aggregate amount of $280,000 in consideration of the Units.

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