14 unchanged sentences
“Risk Factors” in our Annual Report on Form 10-K as filed with the SEC on October 10, 2024.
−Removed: The Company’s plans and objectives
−Removed: are based, in part, on assumptions involving the continued expansion of the business.
−Removed: Assumptions relating to the foregoing involve judgments
−Removed: with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are
−Removed: difficult or impossible to predict accurately and many of which are beyond the control of the Company.
−Removed: Although the Company believes its
−Removed: assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there
−Removed: can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.
−Removed: In light of the significant
−Removed: uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as
−Removed: a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
−Removed: operates in two subsidiaries, Renovaro Biosciences and RenovaroCube.
−Removed: RenovaroCube was created upon our acquisition of GediCube Itnl.
−Removed: and its wholly-owned subsidiary GediCube, BV, which closed on February 13, 2024.
−Removed: Renovaro Biosciences
−Removed: Biosciences is a biotechnology company committed to developing advanced allogeneic cell and gene therapies to promote stronger immune
−Removed: system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or
−Removed: cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) and Hepatitis B Virus (HBV) infections.
−Removed: As a result of our
−Removed: acquisition of GEDi Cube on February 13, 2024, we have also expanded our technology pipeline to include diagnostic related services with
−Removed: an early emphasis on the detection of cancer.
−Removed: Development strategy related to our allogeneic cell and gene therapies is anchored in the use of “non-self” or allogeneic
−Removed: cells that enhance the immune response that we seek to elicit.
−Removed: Over the past several years, Renovaro Biosciences has evolved from a company
−Removed: with a single product candidate as a potential cure for HIV (RENB-HV12 and RENB-HV21), a pipeline for Hepatitis B Virus (HBV) (RENB-HB01),
−Removed: and with a significant expansion into cancer immune therapies to address high unmet needs from difficult-to-treat solid tumors (RENB-DC11.)
−Removed: The oncology platform is now at
−Removed: the forefront of our development activities, beginning with pancreatic cancer and other solid tumors with poor life expectancy, such as
−Removed: triple negative breast, second-line liver, head, neck, and oral among other possible targets.
−Removed: Many operational aspects of our
−Removed: platforms can be quickly adapted to multiple disease states from a single therapeutic approach, potentially streamlining and accelerating
−Removed: development, and regulatory process, as well as manufacturing operations.
−Removed: Moreover, because our product candidates do not require specialized
−Removed: delivery devices and surgical procedures, our potentially groundbreaking interventions could have worldwide applicability.
−Removed: Renovaro Biosciences responds
−Removed: quickly to new data and perceived development opportunities and risk assessments.
−Removed: Based on the maturation of our pipelines, the Company
−Removed: makes business decisions to prioritize the programs that could move more rapidly through development and commercial processes.
−Removed: Therapeutic Platforms
−Removed: Renovaro Bioscience’s general
−Removed: approach with gene- and/or cell-therapy is to train the immune system to allow a person to better fight diseases.
−Removed: Our vision is for a
−Removed: world free from toxic chemotherapy and healthy longevity for those with cancer and other diseases.
−Removed: Renovaro Biosciences is leveraging
−Removed: general principles and advances in the knowledge of the immune response to engineer cells with enhanced attributes to promote the recognition
−Removed: and elimination of diseased cells.
−Removed: Advanced Allogeneic Cell Therapy
−Removed: The strategic benefit of cell
−Removed: therapy platforms is to potentially allow for manufacture of large, “off-the-shelf” banks of therapeutic cells that could
−Removed: be accessed on demand by health care professionals to potentially decrease the time between diagnosis and treatment.
−Removed: In addition, because we focus
−Removed: on cells from donors, the strategy could potentially enhance the ability of the therapeutic candidates to induce a more robust response
−Removed: once injected into patients.
−Removed: The human immune system is designed to recognize and distinguish “self” from “non-self”
−Removed: and destroy “otherness” such as bacteria, viruses, and damaged or diseased cells such as cancer cells.
−Removed: Alloreactivity (reacting
−Removed: against another person’s cells) is the most powerful response the immune system generates.
−Removed: Several of our technologies take advantage
−Removed: of the alloreactivity to hyper stimulate a person’s immune response to better attack a chronic infection (e.g., HIV) or solid tumor.
+Added: The Company’s plans and
+Added: objectives are based, in part, on assumptions involving the continued expansion of the business.
+Added: Assumptions relating to the foregoing
+Added: involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions,
+Added: all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company.
+Added: Although the Company
+Added: believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and,
+Added: therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.
+Added: of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should
+Added: not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
+Added: operates through two subsidiaries, Renovaro Biosciences and Renovaro Cube.
+Added: Renovaro Cube refers to Renovaro Cube Intl.
+Added: known as GediCube Intl.
+Added: Ltd.) and its wholly owned subsidiaries GediCube, B.V.
+Added: and Grace Systems B.V., which were acquired on February
+Added: Renovaro Biosciences Overview
+Added: Biosciences is a biotechnology company intending, if the necessary funding
+Added: is obtained, to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term
+Added: or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human
+Added: Immunodeficiency Virus (HIV) infections.
+Added: As a result of our acquisition of GEDi Cube Intl Ltd.
+Added: on February 13, 2024, we have shifted the
+Added: Company’s primary focus and resources to the development of the Renovaro Cube technologies.
+Added: Therapeutic Technologies
+Added: Renovaro Biosciences aims to train the immune system to allow a person to better
+Added: fight diseases through allogeneic cell and/or gene therapy.
+Added: Our vision is for a world with healthy longevity, and free from toxic chemotherapy,
+Added: for those with cancer and other serious diseases.
+Added: Renovaro Biosciences will seek to leverage general principles and advances in the knowledge
+Added: of the immune response to engineer cells with enhanced attributes to promote the recognition and elimination of disease cells.
+Added: Allogeneic Cell Therapy
+Added: The strategic benefit of the allogeneic
+Added: cell therapy technologies is to potentially allow for the manufacture of large, “off-the-shelf” banks of therapeutic cells
+Added: that are readily available on demand by healthcare professionals, to potentially decrease the time between diagnosis and treatment.
In certain treatments (e.g., HIV
−Removed: and cancer), cells taken from healthy donors are sometimes genetically modified to introduce signaling molecules that are designed to
−Removed: enhance the ability of specific immune cells to recognize diseased cells, and to help recruit other cells that will destroy cancer or
−Removed: virus infected cells.
−Removed: We believe that the combination
−Removed: of off-the-shelf allogeneic cells, combined with genetic modifications designed to enhance immune signaling, could potentially generate
−Removed: therapeutic candidates that have unique attributes that will increase the likelihood of clinical success.
−Removed: HBV Gene Therapy
−Removed: Renovaro Biosciences is exploring
−Removed: various approaches for gene therapy design elements to potentially eliminate virus-infected cells with an innovative molecular mechanism
−Removed: that co-opts the virus’ machinery to induce the death of infected cells rather than reproducing and causing more infection to exacerbate
+Added: and cancer), cells taken from healthy donors are engineered to introduce signaling molecules that are designed to enhance the ability
+Added: of specific immune cells to recognize diseased cells, and to help recruit other cells that will destroy cancer or virus infected cells.
+Added: Renovaro Biosciences may also seek
+Added: to explore various approaches for gene therapy design elements to potentially eliminate virus-infected or cancer cells by the modulation
+Added: of the patient’s immune system.
+Added: Upon injecting into the patients, these genetically engineered allogeneic cells have little to no
+Added: risk of passing those modifications to the patient since they are terminally differentiated with locked functionality to activate the
+Added: host immune system.
+Added: Gene modified allogeneic cells are expected to be rejected naturally once they activate the patient’s immune
+Added: system therefore will have a very short survival time.
+Added: Biosciences Focus Areas:
Genetically modified
−Removed: Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Product for Long-term Remission of Solid Tumors – Starting with Pancreatic
+Added: Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Product for Long-term Remission of Solid Tumors;
+Added: specifically Pancreatic tumors
Allogeneic Cell Therapy Platform
−Removed: – Advanced Pre-Clinical
−Removed: on learnings from literature reviews of ongoing clinical development for solid tumors, and recent advances in immune modulation, we have
−Removed: designed an innovative therapeutic vaccination platform that could potentially be used to induce life-long remission from some of the
−Removed: deadliest solid tumors.
−Removed: The survival rate in pancreatic cancer is currently only 5 to 10 percent at 5 years.
−Removed: preclinical in vitro and proof of concept in vivo studies have been compelling.
−Removed: The platform is designed to enable broad
−Removed: immune enhancements that are combined with cancer specific antigens that could be applicable to a wide range of solid tumors.
−Removed: plan to target pancreatic cancer.
−Removed: Other potential targets for later development could include triple-negative breast cancer, liver or
−Removed: mesothelioma amongst many.
−Removed: Similar to our approach with HIV, RENB-DC11 would potentially allow for outpatient therapy without wiping out
−Removed: or significantly impairing the patient’s immune system often associated with standard of care chemotherapies.
−Removed: Renovaro Biosciences has initiated a collaboration
−Removed: Anahid Jewett from UCLA to study further the in vitro and in vivo effectiveness of the approach in pancreatic cancer.
−Removed: Jewett created an innovative pancreatic cancer mouse model that comprises the human immune system repertoire in combination with human
−Removed: cancer cells implanted in the corresponding anatomical location found in human cancer.
−Removed: Multiple experiments in different humanized mouse
−Removed: models are consistently showing with only one regimen cycle of therapy (2 injections in mice, likely 5-6 in human) - what Dr.
−Removed: “the Holy Grail of cancer research” with now seven independent animal studies:
−Removed: Consistent superior therapeutic effect compared to mainstream cancer vaccine approach and other control
−Removed: dendritic cell therapies
−Removed: Significant infiltration of effector immune cells into the tumor
−Removed: Significant peripheral T and NK cell immune activation
−Removed: Primary tumor reduction and no metastases
−Removed: Effective in early stage and late-stage cancer
−Removed: The confirming
−Removed: reproducibility and robustness of the therapeutic response in an aggressive form of human pancreatic cancer in several models is
−Removed: We received FDA input from pre-IND interactions which helped solidify our IND-enabling plan as well as our
−Removed: investigational plan.
−Removed: We are now fully committed to process development/improvements and IND-enabling activities.
−Removed: We believe that we
−Removed: can complete IND-enabling activities in the second half of 2024 which if successful, would enable the start of clinical trials in
−Removed: humans during the first half of 2025.
−Removed: The investigational plan discussed with the FDA includes phase 1 safety testing broadly in all
−Removed: solid tumor types, followed by a phase 2a focusing on a few solid tumor types that are difficult to treat and have poor life
−Removed: expectancy, for example triple negative breast, second-line liver, and head and neck cancers.
−Removed: Phase 2b would expand cohorts in
−Removed: cancers with the strongest response in phase 2a.
−Removed: RENB-DC-12--XX:
−Removed: modified Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Product for Long-term Remission of Additional Indications
−Removed: The technology is a platform that
−Removed: could potentially be adapted to other solid tumors first line and/or salvage therapy, by itself or, potentially, in combination with other
−Removed: cancer treatments.
−Removed: Additional cancer vaccine designs are being evaluated strategically to balance risk and opportunity to advance therapeutic
−Removed: development quickly in cancer indications with few treatment options.
+Added: – Completed pre-IND, IND-enabling phase.
+Added: on learnings from our internal research, literature reviews of ongoing clinical development for solid tumors, and recent advances in immune
+Added: modulation, we have designed an innovative therapeutic vaccination platform that could potentially be used to induce life-long remission
+Added: from some of the deadliest solid tumors such as pancreatic, liver, triple negative breast and head & neck cancers.
+Added: may one day enable broad immune enhancements that are combined with cancer specific antigens that could be applicable to a wide range
+Added: of solid tumors.
+Added: This approach allows us to quickly adapt our approach to any patient solid tumor using the same banked allogenic drug
+Added: Genetically modified Allogeneic Dendritic
+Added: Cell Therapeutic Vaccine as Potential Treatment Product for Long-term Remission of Triple Negative Breast Cancer
+Added: Triple Negative Breast Cancer (TNBC)
+Added: is a subtype of breast cancer that is negative for estrogens receptor (ER) negative, progesterone receptor (PR) negative and human epidermal
+Added: growth factor receptor 2 (HER2).
+Added: TNBC is characterized by its unique molecular profile, aggressive nature, and distinct metastatic patterns
+Added: that lack targeted therapies.
+Added: TNBC is well known for its aggressive behavior and is characterized by onset at a younger age, high mean
+Added: tumor size, and higher-grade tumors.
+Added: Based upon our internal research,
+Added: literature reviews of ongoing clinical development for solid tumors, and recent advances in immune modulation, we believe we may have
+Added: the ability to design an innovative therapeutic vaccination platform that could potentially be used to treat some of the deadliest and
+Added: hard-to-treat solid tumors that include triple negative breast cancer.
Infectious Diseases:
−Removed: HIV Therapeutic Vaccines for Potential
−Removed: Long-term Remission/Cure
−Removed: Allogeneic Cell Therapy Platform
−Removed: - Advanced Pre-Clinical Stage;
−Removed: Non-Human Primate Studies Ongoing.
−Removed: In persons living with HIV who
−Removed: are controlling the spread of virus with anti-retroviral (ARV) treatment, boosting the immune system in a different way than the virus
−Removed: already has through infection, could allow for control of HIV after stopping ARVs.
−Removed: Biosciences is developing RENB-HV12 that utilizes a novel cellular and immunotherapy approach that could potentially provide
−Removed: therapeutic vaccines for HIV.
−Removed: A non-human study of the therapeutic vaccine in primates at the Fred Hutchinson Cancer Research Center
−Removed: Animals began receiving the first injections of the potential therapeutic vaccine in August, 2023.
−Removed: Preliminary results
−Removed: assessment may potentially be available in the second half of 2024.
−Removed: A Pre-IND request could be submitted in the first half of 2025,
−Removed: with IND submission and the beginning of Phase I clinical trials by mid- to end-2025.
−Removed: Immunotherapy with Allogeneic NK/GDT Cells
−Removed: Allogeneic Cell Therapy Platform - Pre-IND conducted
−Removed: - Advanced Pre-Clinical with Human Data through a Collaboration
−Removed: We are also exploring RENB-HV21, an innovative treatment for HIV with allogeneic
−Removed: Natural Killer (NK) and Gamma Delta T-Cells (GDT).
−Removed: It is believed that the GDT cells, a small subset of immune cells that can be infected
−Removed: with HIV, could both be infected by, and be a key factor in controlling the virus.
−Removed: The initial scientific findings were presented during
−Removed: the American Society of Gene & Cell Therapy (ASCGT) Annual Meeting in 2021.
−Removed: We have an exclusive license to use the underlying patent
−Removed: to develop RENB-HV21 for potential treatment or cure of HIV.
−Removed: A successful investigator-initiated Pre-IND was completed in October 2021.
−Removed: However, due to a shift in priorities to the Oncology pipeline, Renovaro Biosciences does not plan to pursue the IND and potential clinical
−Removed: trial in the medium- to long-term.
−Removed: Potential Cure for
−Removed: HBV Gene Therapy - Pre-Clinical
−Removed: RENB-HB01 is in an early pre-clinical
−Removed: phase as we explore various approaches for gene therapy design elements.
−Removed: If those explorations are successful, it is possible we could
−Removed: begin the regulatory process at the earliest in the second half of 2024.
−Removed: However, our highest priority is currently the oncology platform,
−Removed: beginning with pancreatic cancer and other solid tumors with poor life expectancy.
−Removed: Renovaro Cube
−Removed: Renovaro Cube
−Removed: (“RenCube”) is an artificial intelligence driven healthcare technology company focused on developing diagnostic tests
−Removed: and test kits that would analyze samples derived from non-invasive liquid biopsy procedures for the early detection of cancer,
−Removed: disease recurrence, treatment selection and monitoring of treatment in cancer.
−Removed: RenCube is developing a proprietary platform that
−Removed: will analyze genetic information using “Explainable AI” (as defined below) to provide earlier and more accurate cancer
−Removed: This platform applies a multi-omics approach to search for individual biomarkers that are present even in asymptomatic
−Removed: RenCube’s process also generates biomarker panels, which are used for training models per cancer type and per
−Removed: clinical application, and are integrated into a machine learning library referred to as a “Cube” to facilitate accurate
−Removed: The “Cube” will become more effective and accurate over time due to retraining of its models on the enriched
−Removed: database of molecular data.
−Removed: RenCube also aims to utilize and
−Removed: commercialize its proprietary platform RenCube for use in developing products and services by third parties aimed at (i) early cancer
−Removed: characterization, (ii) personalized treatment selection, (iii) tracking response to therapies, (iv) recurrence detection, and (v) ultimately,
−Removed: drug discovery.
−Removed: As part of RenCube’s dedication to the development
−Removed: of early cancer detection blood tests it expects to develop partnerships with third-party laboratories across the United Kingdom, the
−Removed: Netherlands, Europe and the United States.
−Removed: In particular, RenCube is focused on developing diagnostic tests and test kits that make use
−Removed: of non-invasive liquid biopsy samples.
+Added: Genetically Modified
+Added: Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Treatment Product for Long-term Remission of HIV;
+Added: A Chronic Infectious Disease
+Added: The oncology therapeutic vaccine
+Added: technology could potentially be adapted to target infectious disease antigens and be a viable therapeutic approach in difficult to treat
+Added: chronic infectious diseases.
+Added: As described above, the engineered allogenic dendritic cell drug substance is thought to be able to be loaded
+Added: with various cancer antigens for specific solid tumors but could or may be loaded with infectious disease antigens to elicit a more robust
+Added: immune response to viruses and other difficult to treat infections.
+Added: Renovaro Cube Overview
+Added: Renovaro Cube is an AI-driven healthcare
+Added: technology company focusing on the earliest possible detection of cancer and its recurrence.
+Added: Renovaro Cube has developed a proprietary
+Added: AI platform that analyzes genetics using Explainable AI (as defined below) to provide earlier and more accurate cancer diagnosis.
+Added: platform uses a multi-omics approach to search for individual biomarkers that are present even in asymptomatic patients.
+Added: This approach
+Added: is combined with differential molecular capabilities that are designed to identify, differentiate and pinpoint the exact source.
+Added: Cube’s process also involves the mining of biomarker panels, which are integrated into a machine learning library referred to as
+Added: “RenovaroCube” to further enhance diagnosis.
+Added: Renovaro Cube also aims to utilize
+Added: its proprietary AI platform in the development of commercial products to support clinical, research and pharmaceutical organizations that
+Added: are trying to improve patient care through precision diagnosis, prediction of success of therapy, new drug discovery, treatment protocols
+Added: or clinical trials.
+Added: Specifically, Renovaro Cube is focused on developing products and services aimed at (i) early cancer characterization,
+Added: (ii) personalized treatment selection, (iii) prediction and tracking response to therapies, (iv) recurrence detection and efficacy monitoring,
+Added: and (v) ultimately, drug discovery.
+Added: Renovaro Cube was initially incorporated
+Added: as Grace Systems B.V.
+Added: (“Grace Systems”) in 2013 under the laws of the Netherlands to develop unique data mining algorithms
+Added: to enable banking, finance and government entities to extract business insights from data.
+Added: Grace Systems began applying its algorithms
+Added: to biological data in 2018 to uncover cancer-associated patterns.
+Added: Beginning in 2018, Grace Systems pivoted its platform to focus only
+Added: on healthcare.
+Added: Renovaro Cube has focused on developing its AI technology for early cancer detection.
+Added: Renovaro Cube has now focused on
+Added: commercialization of its AI technology.
+Added: Renovaro Cube believes that it has developed a unique approach to the early detection and diagnosis
+Added: of cancer and its recurrence and, in time, other rare diseases through the systematic analysis of data using AI technologies, data mining
+Added: procedures and algorithms for health technology.
+Added: Renovaro Cube’s technology
+Added: has been trained on complex heterogeneous cancer data and appears to find patterns associated with cancer in public and private data resources.
+Added: With the help of Renovaro Cube’s algorithms, discovered patterns may be translated into biomarkers that can be used in a clinical
+Added: setting to target various aspects of cancer diagnosis and treatment.
Renovaro Cube’s Strategy
−Removed: RenCube’s prod uct
−Removed: development focuses on four core areas:
+Added: Renovaro Cube’s product development
+Added: focuses on four core areas:
Early Detection.
−Removed: Multi-cancer early detection
−Removed: (“MCED”) blood tests are advanced diagnostic tools that analyze cell-derived molecules present in the bloodstream.
−Removed: tests specifically look for genetic mutations, epigenetic alterations, cell-free DNA fragment patterns, gene expressions, proteomic
−Removed: patterns or other genetic alterations of these tumor-derived molecules, which can indicate the presence of cancer cells.
−Removed: the molecules shed from cancer cells, MCED tests aim to detect cancer at an early stage employing a non-invasive blood test.
+Added: Multi-cancer early detection (“MCED”) blood tests are advanced diagnostic
+Added: tools that analyze cell-derived molecules present in the bloodstream.
+Added: These tests specifically look for abnormal genetic, epigenetic or
+Added: proteomic patterns of these cell-derived molecules, which can indicate the presence of cancer cells.
+Added: By examining the molecules shed from
+Added: various cells, including cancer cells, MCED tests aim to detect cancer at an early stage.
+Added: This approach holds promise for improving cancer
+Added: detection and potentially saving lives.
Recurrence of cancer .
A recurrence refers to the return of cancer after a period of remission.
−Removed: A cancer recurrence happens because, in spite of the efforts to eradicate the cancer, some cells may remain, which grow and eventually cause symptoms.
−Removed: In rare instances, a patient may develop a new cancer that’s completely unrelated to the originally diagnosed cancer, which is referred to as a second primary cancer.
+Added: A cancer recurrence happens because, in spite of the efforts to kill the cancer, some cells may remain, which grow and eventually cause
+Added: In rare instances, a patient may develop a new cancer that’s completely unrelated to the originally diagnosed cancer,
+Added: which is referred to as a second primary cancer.
+Added: An early warning system could help to identify a recurrence as early as possible, thereby
+Added: helping to accelerate any treatment and diagnosis.
+Added: The different types of recurrence include:
+Added: Local recurrence, meaning that the cancer has returned in the same place it first started;
+Added: Regional recurrence , meaning that the cancer has returned to the lymph nodes near the place
+Added: it first started;
+Added: Distant recurrence , meaning the cancer has returned in another part of the body.
Response to treatment.
−Removed: Most cancer treatments that are currently available are only effective in 30-40% of the cases.
−Removed: In life threatening cases these patients only have one option and therefore reduce their chances of survival significantly.
−Removed: Particularly, in patients with cancer, it is critical to be the ‘first time right’.
−Removed: RenCube aims to develop a new array of diagnostic products that can accurately identify patients that are going to respond or fail to a certain drug thereby facilitating personalized treatment.
−Removed: Treatment monitoring.
−Removed: Current imaging modalities, while valuable, may not be sensitive enough to capture subtle changes in tumor size to guide treatment adjustments effectively.
−Removed: Furthermore, the cost and availability of these imaging techniques can pose barriers to frequent monitoring, potentially delaying necessary interventions.
−Removed: RenCube aims to develop non-invasive liquid biopsy tests that will provide real-time accurate feedback on tumor response thereby empowering clinicians to personalize treatment plans, optimize outcomes, and minimize unnecessary interventions, ultimately improving patient care and quality of life.
−Removed: Renovaro Cube’s Technology and Techniques
−Removed: RenCube’s AI technology aims
−Removed: to address three critical facets of medical needs within the domain of cancer diagnosis:
+Added: At Renovaro Cube we aim to develop a new array of diagnostic products that
+Added: can accurately identify patients that are going to respond or fail to a certain drug.
+Added: In highly toxic therapies it will not only increase
+Added: survival but will also reduce unnecessary exposure to chemotherapy.
+Added: Furthermore, the costs for cancer drugs are usually very high.
+Added: the right therapy to the right patient will therefore significantly reduce the costs of medicine in cancer.
+Added: Clinical trials .
+Added: Clinical trials involve a type of research that studies new tests and treatments
+Added: and evaluates their effects on human health outcomes.
+Added: People volunteer to take part in clinical trials to test medical interventions including
+Added: drugs, cells and other biological products, surgical procedures, radiological procedures, devices, behavioral treatments and preventive
+Added: Clinical trials are carefully designed, reviewed and completed, and need to be approved before they can start.
+Added: In response to these four core areas, the key components of Renovaro Cube’s
+Added: product development are to build a software and hardware platform that:
+Added: Uses data science to develop novel insights into the characterization of diseases
+Added: such as cancer.
+Added: Renovaro Cube intends to apply its proprietary technology to biological data from multiple sources to enable the typification
+Added: (or classification) of disease entities and sub-entities to provide insights about the nature and behavior of diseases to payers, providers,
+Added: pharmaceutical companies and patients.
+Added: Enables more accurate diagnosis and earlier detection of cancer and other diseases
+Added: with the goal of maximizing outcomes and minimizing the costs of treatment.
+Added: Renovaro Cube intends to develop a system to understand the
+Added: smallest fragments of cancer in the blood of the patient.
+Added: Presently, Renovaro Cube is developing a product to analyze results from liquid
+Added: biopsy run through an Oxford Nanopore Sequencer.
+Added: We expect the Renovaro Cube product will subsequently identify, train and validate explainable
+Added: biomarkers, panels and models on different molecular layers.
+Added: Multiple models will be individually trained for optimal stratification through
+Added: the entire health journey, ensuring the right accuracy for a therapeutic decision in every stage.
+Added: Renovaro Cube will integrate different
+Added: modalities and molecular data sources into a differential diagnostic report.
+Added: Diagnostics and prognosis will be explainable with quality
+Added: control reports and biomarker insights for different disciplines ensuring maximum trust and insight in medical decision making.
+Added: Assists in clinical trials with patient cohort selection and response tracking,
+Added: to be used by companies like Renovaro Biosciences in their patient cohort selection for their clinical trials, by looking at which patients
+Added: are reacting positively, negatively and have no reaction.
+Added: This data becomes more important through the progression of the different phases
+Added: of drug development, as more and more patients are added.
+Added: Renovaro Cube will provide multi-omic data analysis, looking for specific changes
+Added: in the patients that might indicate a change in their molecular make-up.
+Added: This can then be used for the next phase of a clinical trial
+Added: to look for the specific molecular data that has showed a positive reaction in the previous phase.
+Added: It also provides insights for more
+Added: effective response tracking, which Renovaro Cube believes is important to the providers of care as well as the development and evaluation
+Added: of new pharmaceuticals and immune therapies in clinical trials.
+Added: Patient response to treatment can be used to focus the target audience
+Added: for drugs in development and in subsequent clinical practice.
+Added: As Renovaro Cube collects more data, longitudinal about treatment and response,
+Added: it will have the ability to train prognostic models to give an insight in disease progression and treatment response, both critical for
+Added: enrolling in clinical trials and eventually every treatment.
+Added: Because Renovaro Cube consists of many independently trained and validated
+Added: models, it will have the ability to assist in virtually every therapeutic decision, for different subtypes and groups (stratifications).
+Added: The multi-omics and multi-modal pipelines could allow the use of multiple combinations of tissue samples and diagnostic platforms.
+Added: detailed diagnostic reports will allow and support insights for multiple disciplines such as cancer biology, genomics and pathology to
+Added: look at underpinning biomarkers, pathways and clinical annotations.
+Added: Provides insight into patients who have had cancer previously.
+Added: These insights will
+Added: provide for more effective recurrence monitoring, which Renovaro Cube believes is important to the providers of care and patients during
+Added: follow-up monitoring of remissions.
+Added: Renovaro Cube anticipates that payers want to detect and re-treat recurrences at the earliest possible
+Added: stage to maximize patients’ outcomes in terms of time and cost and that, similarly, patients with a recurrence are keen to re-engage
+Added: with effective treatment at the earliest opportunity.
+Added: A key aspect of this will be taking blood from the patients, sequencing this blood
+Added: and running it through the Renovaro Cube platform which will identify if the patient has any indication of the recurrence of the same
+Added: or a new cancer.
+Added: For recurrence monitoring, Renovaro Cube will focus on a highly sensitive combination of lab and information technology.
+Added: Lab protocols, sequence post processing and machine learning will all be designed, trained and validated to get the best signal with the
+Added: highest sensitivity to catch early signals of recurrence.
+Added: This will be done on a regular basis allowing surveillance analysis over time.
+Added: Includes biomarker panels that will be extended to include as many layers of genetic
+Added: information (multi-omics) as possible including mutation, gene expression, methylation status, fragmentomics, nucleosome mapping, collectively
+Added: named multi-omics, with the goal to reach the highest accuracy possible, both in terms of sensitivity and specificity of each individual
+Added: biomarker panel.
+Added: This provides a non-invasive alternative for the current complex, expensive and cumbersome procedures.
+Added: Create value through advancing more sophisticated typification of diseases in
+Added: an effort to address some of the pressing problems faced by modern healthcare, including healthcare costs, an aging population and developments
+Added: in medical technology that produce a stream of increasingly sophisticated treatments requiring more precise targeting.
+Added: One additional key focus of Renovaro
+Added: Cube is its multi-modal, data analysis.
+Added: Multi-modal data encompasses the whole aspect of data from a patient perspective, whether genomics,
+Added: imaging, phenotypic or even wearable data, which can be cross analyzed to produce data that could not be previously produced.
+Added: Cube intends to use multi-modal data to bring new insights to the clinical and research teams trying to understand what to do next with
+Added: Renovaro Cube’s Technology
+Added: and Techniques
+Added: Renovaro Cube is dedicated to
+Added: the development of early cancer detection blood tests and expects to develop partnerships with third-party laboratories across the United
+Added: Kingdom, the Netherlands and the rest of Europe and will also expand to the United States.
+Added: Renovaro Cube is focused on developing diagnostic
+Added: tests and test kits that would analyze samples derived from non-invasive liquid biopsy samples and intends to perform these tests from
+Added: Renovaro’s dedicated fully certified service laboratory and engage third-party laboratories to perform these tests for end-users.
+Added: For this purpose, Renovaro Cube
+Added: has developed an AI platform that aims to leverage expertise in both biological and computational sciences and to go beyond traditional
+Added: tumor signals by detecting the body’s early warning signs of cancer.
+Added: Renovaro Cube’s goal is to provide accurate and reliable
+Added: tests that can aid in the early diagnosis and treatment of cancer.
+Added: Renovaro Cube’s AI technology is created to detect a wide range
+Added: of biological signs to enhance the accuracy and sensitivity of early cancer detection and, thereby, enable earlier intervention and potentially
+Added: improved patient outcomes.
+Added: Renovaro Cube’s AI technology
+Added: aims to address three critical facets of medical needs within the domain of cancer diagnosis (as illustrated below):
type-specific cancer detection;
pan-cancer detection;
−Removed: personalized treatment
+Added: patient stratification.
+Added: Moreover, the versatility of Renovaro
+Added: Cube’s AI technology extends to encompass the realm of rare cancers, including cases such as cancer of unknown primary.
+Added: Leveraging DNA methylation data,
+Added: Renovaro Cube has identified and validated biomarker panels tailored for the detection of a wide range of cancers, including bladder,
+Added: breast, colon, prostate, thyroid, head and neck, liver, kidney and lung cancer.
The foundational architecture of
−Removed: RenCube’s AI technology will be engineered to facilitate comprehensive pan-cancer analysis through its extensive record of informative
+Added: Renovaro Cube’s AI technology is engineered to facilitate comprehensive pan-cancer analysis through its extensive record of informative
biomarkers discovered across a diverse array of cancer types.
−Removed: This comprehensive repository empowers RenCube’s technology to swiftly
−Removed: cross-reference biomarkers and explore molecular commonalities and distinctions that span multiple tumor categories.
−Removed: Uses of RenCube’s AI Technology
−Removed: RenCube’s AI platform will
−Removed: be an enterprise software platform that is distinguished from its competitors’ technology by its core attributes encompassing AI-guided
+Added: This comprehensive repository empowers Renovaro Cube’s AI technology
+Added: to swiftly cross-reference biomarkers and explore molecular commonalities and distinctions that span multiple tumor categories.
+Added: For example, the capabilities of
+Added: Renovaro Cube’s AI technology have unearthed biomarkers capable of pinpointing a specific subgroup of thyroid cancer patients characterized
+Added: by a distinct genomic alteration, the neurotrophic tyrosine receptor kinase (“NTRK”) gene fusion.
+Added: Identification of these
+Added: NTRK-positive patients provides an actionable therapeutic target.
+Added: Uses of Renovaro Cube’s AI Technology
+Added: Renovaro Cube has developed its AI platform to support:
+Added: AI-assisted patient diagnostics;
+Added: multi-omic data analysis;
+Added: genome-wide or targeted analysis;
+Added: pan-cancer analysis;
+Added: different technology platforms (sequence or array);
+Added: tracking of each sample;
+Added: AI-guided biomarker discovery for single or multiple cancer types;
+Added: logs of analysis steps and outcomes (data preparation, discovery, validation).
+Added: Renovaro Cube’s AI platform
+Added: is an enterprise software platform that is distinguished from its competitors’ technology by its core attributes encompassing AI-guided
analysis and meticulous record-keeping of data handling procedures within audit trails, logs, and data discoveries.
−Removed: RenCube is designing
+Added: Renovaro Cube designed
this technology to support and validate every phase of the process, from the initial handling of raw data to the creation of essential
biomarker panels.
−Removed: RenCube’s AI platform may also facilitate the integration of data originating from diverse sources, including
+Added: Renovaro Cube’s AI platform also facilitates the integration of data originating from diverse sources, including
public databases and collaborative partnership data.
+Added: Illustrated below is the three-phase
+Added: workflow behind Renovaro Cube’s AI platform for biomarker discovery using DNA methylation data.
+Added: This workflow commences with the
+Added: identification of pertinent single- and multi-omic data best suited to address the specific inquiries of Renovaro Cube’s clients,
+Added: and the subsequent stages involve the meticulous pre-processing and loading of this data into the platform.
+Added: This process culminates in
+Added: the availability of a dashboard offering the client insights into the data’s characteristics, such as data quality, the technology
+Added: employed, and associated metadata.
+Added: Phase I of the workflow behind Renovaro Cube’s AI platform primarily centers on the pivotal process of biomarker discovery.
+Added: This intricate procedure unfolds through the application of data mining algorithms and statistical methodologies integrated into the AI platform.
+Added: The paramount objective of Phase I is to reduce the plethora of genomic features displaying variations across samples, which is accomplished by systematically eliminating extraneous or inconsequential features while preserving those features that exhibit the greatest potential for accurately detecting cancer.
+Added: Phase II of the workflow builds upon the foundation of selected biomarkers by focusing on understanding the dynamic interplay among these chosen biomarkers, culminating in the creation of composite panels.
+Added: The goal of Phase II is to pinpoint biomarker combinations that not only demonstrate robustness in detecting cancer but also maintain their efficacy across diverse contexts.
+Added: Renovaro Cube believes that its AI algorithms are adept at uncovering multiple combinations across a spectrum of panels, which is supported by Renovaro Cube’s AI-guided panel mining, a proprietary combinatorial optimization technique used by Renovaro Cube’s AI technology.
+Added: This approach, coupled with the capacity to explore numerous panels, significantly enhances the likelihood of discovering panels that align with specific metric criteria, such as sensitivity, specificity, precision, and recall and allows for tailoring criteria to align with clients’ unique needs, such as the number of biomarkers included per panel, or the inclusion of biomarkers associated with the expression of specific genes.
+Added: The performance of the top-tier panels is further fine-tuned through the application of machine learning models.
+Added: Subsequently, the efficacy of these biomarker panels in detecting cancer is validated through independent data sets.
+Added: Phase III of the workflow involves Renovaro Cube’s collaboration with its clinical partners to validate the performance of the biomarker panels.
+Added: Through this collaboration, Renovaro Cube can confirm the utility and accuracy of its biomarker panels in real-world clinical contexts.
AI-Assisted Diagnostics
The process of biomarker discovery
−Removed: facilitated by RenCube’s AI technology has yielded a set of biomarkers that enables scrutiny of the genomic distinctions and commonalities
+Added: facilitated by Renovaro Cube’s AI technology has yielded a set of data that enables scrutiny of the genomic distinctions and commonalities
inherent in diverse cancer types.
−Removed: This biomarker set may support the diagnosis of cancers when their type or origin remains unidentified.
+Added: This data set can support the diagnosis of cancers when their type or origin remains unidentified.
In addition to this role in biomarker
−Removed: discovery and the development of diagnostic tests, RenCube’s AI technology will integrate AI-guided molecular profiling of patient
−Removed: samples to generate diagnostic patient reports.
−Removed: These diagnostic reports reflect the outcomes of molecular profiling, coupled with interpretations
−Removed: provided by RenCube’s team, to facilitate the process of cancer diagnostics by a qualified healthcare provider, who can consider
−Removed: these reports in the context of a patient’s medical history, clinical signs, and symptoms, among other factors.
+Added: discovery and the development of diagnostic tests, Renovaro Cube’s AI technology also integrates AI-guided molecular profiling of
+Added: patient samples and furnishes diagnostic patient reports.
+Added: These diagnostic reports reflect the outcomes of molecular profiling, coupled
+Added: with interpretations provided by Renovaro Cube’s team, to facilitate the process of cancer diagnostics by a qualified healthcare
+Added: provider, who can consider these reports in the context of a patient’s medical history, clinical signs, and symptoms, among other
+Added: Quality Control Process
+Added: Renovaro Cube undertakes post-processing
+Added: of data generated from sequence and arrays to ensure accurate and meaningful results.
+Added: These post-processing steps for omic data include:
+Added: Quality Control :
+Added: Quality control is performed to assess the overall data quality and to identify any technical issues or anomalies.
+Added: Normalization :
+Added: arrays can introduce various sources of technical variation, such as batch effects, intensity variations, and probe-specific biases.
+Added: Quality Filtering :
+Added: After genotype calling, additional quality filtering may be performed to remove low-quality SNPs based on criteria like call rates, minor allele frequency, Hardy-Weinberg equilibrium p-values, and linkage disequilibrium.
+Added: Other post-processing steps may
+Added: include genotype calling, population stratification and association analysis.
+Added: Specific post-processing steps may vary depending on the
+Added: type of array used, the study design, and the analytical goals.
+Added: Planning for Commercialization
+Added: Partnerships in Development
+Added: To enhance multi-omic and multi-modal
+Added: capacity, and to work to validate those capabilities with human samples including liquid-biopsy-based tests/test kits, Renovaro Cube is
+Added: actively pursuing relationships with leading academic cancer centers, pathology and imagery centers in Europe, the USA and the Middle
+Added: In certain cases, scopes of work are in process.
+Added: This is a very attractive model for partners to be involved with Renovaro Cube
+Added: to perform multi-omics genetic analysis using liquid biopsies.
+Added: Renovaro Cube intends to hire additional
+Added: staff to increase the speed and velocity of its organization, including the development of the AI platform and the opportunities to deploy
+Added: the AI platform for research perspective and ultimately for clinical practice and into clinical trials.
+Added: In addition, Renovaro Cube intends
+Added: to build out its infrastructure by leasing space for storage, networking and hosting facilities.
+Added: Target Market
+Added: Renovaro Cube’s intended
+Added: customers will be hospitals, clinics, insurance companies, pharmaceutical companies, biotech companies, research centers, physicians and
+Added: individual patients.
+Added: Renovaro Cube aims to utilize its
+Added: AI technology to commercialize products and test kits for healthcare providers, hospitals, clinics and doctors that will expedite diagnosis
+Added: and the selection of appropriate treatment for various types of cancer.
+Added: Renovaro Cube intends to differentiate its products based on the
+Added: following factors:
+Added: Proprietary and unique panel mining algorithms to create multiple biomarker stratifications per cancer;
+Added: Explainable AI, offering traceability between the prediction and the exact biomarkers, panels and genes;
+Added: Differential diagnosis, inclusion and exclusion of cancer types based on facts;
+Added: Precision diagnosis, with a high accuracy percentage with machine-learning tuning.
+Added: The multi-omic design of Renovaro
+Added: Cube’s AI platform enables the use of different molecular layers, such as epigenomics, transcriptomics, and metabolomics, together
+Added: with genomics and clinical data.
The unique panel mining technique
−Removed: in RenCube’s technology repeatedly investigates genes to identify relevant biomarkers.
−Removed: The proprietary technique in RenCube’s
−Removed: technology not only searches for individual biomarkers, but also integrates validated panels for different cancer types into the “Cube”
−Removed: machine learning library.
−Removed: This process enables precision diagnosis, by including one cancer and excluding others on the basis of statistically,
−Removed: scientifically and clinically validated machine-learning panels.
+Added: in Renovaro Cube’s technology repeatedly investigates genes to identify relevant biomarkers.
+Added: The proprietary technique in Renovaro
+Added: Cube’s technology not only searches for individual biomarkers, but also integrates validated panels for different cancer types into
+Added: the “RenovaroCube” machine learning library.
+Added: This process enables precision diagnosis, by including one cancer and excluding
+Added: others based on statistically, scientifically and clinically validated machine-learning panels.
+Added: Panel mining is designed to combine
+Added: biomarkers into panels in such a way that the final panel meets:
+Added: performance metric criteria;
+Added: technical criteria, such as a minimum or maximum number of biomarkers for the selected assay;
+Added: biological criteria, non-annotated genes inclusion;
+Added: stratification criteria.
Explainable AI
The term “Explainable AI”
−Removed: refers to the ability of an artificial intelligence system or model to provide human-understandable explanations for its decision-making
−Removed: process or predictions.
−Removed: This feature aims to bridge the gap between the “black box” nature of many AI algorithms and the need
−Removed: for transparency, interpretability, and accountability in AI applications.
−Removed: RenCube believes that Explainable
+Added: refers to the ability of an AI system or model to provide human-understandable explanations for its decision-making process or predictions.
+Added: This feature aims to bridge the gap between the “black box” nature of many AI algorithms and the need for transparency, interpretability,
+Added: and accountability in AI applications.
+Added: In traditional machine learning
+Added: approaches, such as deep neural networks, the internal workings of the model can be complex and difficult to interpret.
+Added: This lack of interpretability
+Added: poses challenges in critical domains where decisions have significant implications, such as healthcare.
+Added: Renovaro Cube believes that Explainable
AI is crucial for ensuring transparency, fairness, and accountability in AI systems.
−Removed: RenCube’s AI platform includes Explainable
+Added: Renovaro Cube’s AI platform includes Explainable
AI by design.
All data points, calculations and results are traceable, and all calculations are verifiable and reproducible with the same
+Added: Disease prognosis is one of the
+Added: diagnostic capabilities of the Explainable AI feature of Renovaro Cube’s technology.
+Added: Disease prognosis gives more insight for a
+Added: specific patient that empowers healthcare providers, patients, and their families to make well-informed decisions about treatment, care,
+Added: and future planning, thereby enhancing patient-centered care, optimizing resource utilization, and contributing to improved patient outcomes
+Added: and quality of life.
Differential Diagnosis
+Added: Renovaro Cube’s AI platform
+Added: offers differential diagnosis by design due to its approach with a multitude of models for different diseases and the ability to include
+Added: and exclude diseases.
Diseases like cancer are very homogenous,
19 unchanged sentences
Going Concern and Management’s Plans
−Removed: The financial statements included elsewhere herein for the period ended March
−Removed: 31, 2024, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization
−Removed: of assets and the satisfaction of liabilities during the normal course of business.
−Removed: As of March 31, 2024, we had cash and cash equivalents
−Removed: of $312,697, an accumulated deficit of $274,757,816 and a working capital deficit of $19,654,098 and total liabilities of $43,683,784.
−Removed: We have incurred significant losses from continuing operations, have used cash in our continuing operations, and are dependent on additional
−Removed: financing to fund operations.
−Removed: These conditions raise substantial doubt about our ability to continue as a going concern for one year after
−Removed: the date the financial statements are issued.
−Removed: The financial statements included elsewhere herein do not include any adjustments to reflect
−Removed: the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may
−Removed: result from the outcome of this uncertainty.
−Removed: Management has reduced overhead
−Removed: and administrative costs by streamlining the organization to focus around two of its therapies (oncology and a HIV therapeutic vaccine)
−Removed: and investment in the development and validation of our AI driven cancer diagnostics platform.
−Removed: The Company has tailored its workforce
−Removed: to focus on these therapies.
−Removed: In addition, the Company intends to attempt to secure additional required funding through equity or debt
−Removed: However, there can be no assurance that the Company will be able to obtain any sources of funding.
−Removed: Such additional funding
−Removed: may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant
−Removed: additional dilution to our stockholders.
−Removed: If we do not obtain required additional equity or debt funding, our cash resources will be depleted
−Removed: and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business,
−Removed: stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained.
+Added: The Company’s consolidated financial statements are prepared using the
+Added: generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of
+Added: liabilities in the normal course of business.
+Added: However, the Company has incurred substantial recurring losses from continuing operations,
+Added: has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations.
+Added: The Company incurred
+Added: a net loss of $44,212,036 and $9,175,028 for the quarters ended September 30, 2024 and 2023, respectively.
+Added: As of September 30, 2024, the
+Added: 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.
+Added: These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date
+Added: the financial statements are issued.
+Added: The consolidated financial statements do not include any adjustments relating to the recoverability
+Added: and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to
+Added: continue in existence.
+Added: Management has reduced overhead and administrative costs by streamlining the organization
+Added: to focus around the development and validation of its AI-driven cancer diagnostics platform.
+Added: The Company has tailored its workforce to
+Added: focus on these activities.
+Added: In addition, the Company intends to secure additional required funding through equity or debt financing.
+Added: there can be no assurance that the Company will be able to obtain any sources of funding.
+Added: Such additional funding may not be available
+Added: or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional
+Added: dilution to our stockholders.
+Added: If we do not obtain required additional equity or debt funding, our cash resources will be depleted and
+Added: we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock
+Added: 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
2 unchanged sentences
the fiscal year 2025 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support
−Removed: commercialization of our products and conduct the clinical and regulatory work to develop our product candidates, and to begin building
+Added: commercialization of our products, to conduct the clinical and regulatory work to develop our product candidates, and to begin building
working capital reserves.
−Removed: Results of Operations for the three and nine months ended March 31,
−Removed: 2024, compared to the three and nine months ended March 31, 2023
+Added: Results of Operations for the three months ended September 30, 2024
The following table sets forth
−Removed: our revenues, expenses and net loss for the three and nine months ended March 31, 2024 and 2023.
+Added: our revenues, expenses and net loss for the three months ended September 30, 2024 and 2023.
The financial information below is derived
1 unchanged sentence
For the Three Months Ended
−Removed: For the Nine Months Ended
−Removed: Increase/(Decrease)
+Added: September 30,
Increase/(Decrease)
1 unchanged sentence
General and administrative
+Added: $ (2,988,959 )
Research and development
−Removed: Intangible assets impairment
+Added: Goodwill impairment
Depreciation and amortization
3 unchanged sentences
(44,454,440 )
−Removed: (30,345,029 )
−Removed: (15,621,918 )
−Removed: (15,299,606 )
Other Income (Expenses)
−Removed: Loss on extinguishment of debt
−Removed: Loss on extinguishment of contingent consideration liability
Change in fair value of contingent consideration
+Added: Loss on extinguishment of debt
Interest expense
−Removed: Interest and other income (expense)
+Added: Interest income and other income (expense)
Total Other Income (Expense)
2 unchanged sentences
$ (35,037,008 )
−Removed: $ (30,728,563 )
−Removed: $ (16,485,804 )
−Removed: $ (14,242,759 )
−Removed: We are a pre-revenue,
−Removed: pre-clinical biotechnology and artificial intelligence driven healthcare technology company.
−Removed: We have never generated revenues and
−Removed: have incurred losses since inception.
−Removed: We do not anticipate earning any revenues until our therapies or products are approved for
−Removed: marketing and sale.
−Removed: Our operating expenses for the
−Removed: three months ended March 31, 2024 and 2023, were $17,190,840 and $4,063,436 respectively, representing
−Removed: an increase of $13,127,404 or approximately 323% .
−Removed: The increase in operating expenses primarily relates to the increase in general
−Removed: and administrative expenses of $3,856,322, the increase in research and development expenses of $848,019 and an indefinite life intangible
−Removed: assets impairment charge of $8,421,000.
−Removed: Our operating expenses for the
−Removed: nine months ended March 31, 2024 and 2023, were $30,345,029 and $15,621,918 respectively, representing
−Removed: an increase of $14,723,111, or approximately 94% .
−Removed: The increase in operating expenses primarily relates to the increase in general
−Removed: and administrative expenses of $7,193,021, and the indefinite life intangible assets impairment charge of $8,421,000, partially offset
−Removed: by the decrease in research and development expenses of $896,150.
−Removed: General and administrative expenses
−Removed: for the three months ended March 31 2024, and 2023, were $7,652,379 and $3,796,057, respectively, representing an increase of $3,856,322
−Removed: or approximately 102%.
−Removed: The variance is related to an increase in legal expenses of $1,552,970, non-cash stock-based compensation of $785,396,
−Removed: non-cash consulting fees of $544,657, accrued expenses related to the GEDi Cube acquisition of $797,203, investor relations expenses of
−Removed: $264,344, marketing expenses of $148,827, and compensation and related expenses of $97,528, partially offset by a decrease in accounting
−Removed: fees of $466,145.
−Removed: General and administrative expenses
−Removed: for the nine months ended March 31, 2024, and 2023, were $19,558,981 and $12,365,960, respectively, representing an increase of $7,193,021
−Removed: or approximately 58%.
−Removed: The variance is related to an increase in non-cash consulting fees of $4,570,000, non-cash stock-based compensation
−Removed: of $922,492, accrued expenses related to the GEDi Cube acquisition of $797,203, legal expenses of $693,473, investor relations expenses
−Removed: of $505,395, consulting expenses of $447,407, marketing expenses of $270,010, rent expenses of $156,626, and insurance expenses of $127,628,
−Removed: partially offset by a decrease in accounting fees of $403,538.
−Removed: Research and development expenses
−Removed: for the three months ended March 31, 2024, and 2023, were $1,087,156 and $239,137, respectively, representing an increase of $848,019
−Removed: or approximately 355%.
−Removed: The variance is primarily driven by an increase of $584,912 in collaborating partner expenses with
−Removed: CDMO and CROs, $115,616 in consumables related to pre-clinical testing and $150,811 in consulting expenses related to regulatory
−Removed: and outsourced consultants.
+Added: We are a pre-revenue, pre-clinical
+Added: biotechnology and artificial intelligence driven healthcare technology company.
+Added: We have never generated revenues and have incurred losses
+Added: since inception.
+Added: We do not anticipate earning any revenues until our therapies or products are approved for marketing and sale.
+Added: Our operating expenses for the three months ended September 30, 2024 and 2023,
+Added: were $53,338,554 and $8,884,114, respectively, representing an increase of $44,454,440, or approximately 500%.
+Added: The increase in operating
+Added: expenses primarily relates to goodwill impairment of $47,614,729 offset by the decrease in general and administrative expenses of
+Added: $2,988,959 and the decrease in research and development expenses of $176,455.
+Added: and administrative expenses for the three months ended September 30, 2024, and 2023, were $5,301,251 and $8,290,210, respectively, representing
+Added: a decrease of $2,988,959 or approximately 36%.
+Added: The variance is related to a decrease in non-cash consulting fees of $3,070,000 partially
+Added: offset by an increase in compensation and related expenses of $377,142 and legal expenses of $261,903.
Research and development expenses
−Removed: for the nine months ended March 31, 2024, and 2023, were $2,274,321 and $3,170,471, respectively, representing a decrease of $896,150
+Added: for the three months ended September 30, 2024, and 2023, were $390,189 and $566,644, respectively, representing a decrease of $176,455
or approximately 31%.
−Removed: The variance is primarily driven by a decrease of $1,603,896 in collaborating partner expenses with
−Removed: CDMO and CROs related to discontinued product candidates, partially offset by an increase in consumables of $355,235 and consulting expenses
−Removed: Intangible assets impairment expense
−Removed: for the three and nine months ended March 31, 2024, was $8,421,000.
−Removed: This was due to the termination
−Removed: of the HV-01 license agreement in which the Company abandoned the development of a technology included in its IPR&D and recorded an
−Removed: impairment of $8,421,000 in the period ended March 31, 2024.
−Removed: The Company recorded other income
−Removed: of $166,426 for the three months ended March 31, 2024, compared to other expense of $264,860 for the three months ended March 31, 2023,
−Removed: representing a decrease in other expense of $431,286 or 163%.
−Removed: The variance is primarily due to an increase of $486,500 in change in fair
−Removed: value of contingent consideration following the acquisition of GEDi Cube.
−Removed: The Company recorded other expense
−Removed: of $383,534 for the nine months ended March 31, 2024, compared to other expense of $863,886 for the nine months ended March 31, 2023,
−Removed: representing a decrease in other expense of $480,352 or 56%.
−Removed: The variance is primarily due to the loss on extinguishment of contingent
−Removed: consideration liability of $419,182 in the prior period, and an increase of $486,500 in change in fair value of contingent consideration
−Removed: in the current period, partially offset by an increase of $447,291 in interest expense in the current period.
−Removed: Net loss for the three months
−Removed: ended March 31, 2024, and 2023, was $17,024,414 and $4,328,296, respectively, representing an increase in net loss of $12,696,118 or approximately
−Removed: The increase in net loss was primarily due to the indefinite life intangible assets impairment charge of $8,421,000 and an increase
−Removed: in general and administrative expenses of $3,856,322.
−Removed: Net loss for the nine months ended
−Removed: March 31, 2024, and 2023, was $30,728,563 and $16,485,804, respectively, representing an increase in net loss of $14,242,759 or approximately
−Removed: The increase in net loss was primarily due to the indefinite life intangible assets impairment charge of $8,421,000 and an increase
−Removed: in general and administrative expenses of $7,193,021.
+Added: The variance is primarily driven by a decrease of $262,065 in collaborating partner expenses with CDMO and
+Added: CROs related to discontinued product candidates.
+Added: Company recorded
+Added: other income of $9,126,518 for the three months ended September 30, 2024, compared to other expense of $290,914 for the three months ended
+Added: September 30, 2023, representing a change in other income (expense) of $9,417,432 or 3,237%.
+Added: The variance is primarily due to the change
+Added: in fair value of contingent consideration of $9,250,000 in the current period.
+Added: Net loss for the three months ended September 30, 2024, and 2023, was $44,212,036
+Added: and $9,175,028, respectively, representing an increase in net loss of $35,037,008 or approximately 382%.
+Added: The increase in net loss was
+Added: primarily due to an increase in goodwill impairment of $47,614,729, partially offset by the change in fair value of contingent consideration
+Added: of $9,250,000.
Liquidity and Capital Resources
7 unchanged sentences
As noted above under the heading
−Removed: “Going Concern and Management’s Plans,” through March 31, 2024, we have incurred substantial losses.
−Removed: We will need additional
−Removed: funds for (a) research and development, (b) increases in personnel, (c) the purchase of equipment, specifically to advance towards an
−Removed: Investigational New Drug Application (IND) following Pre-IND readouts from the FDA for RENB-DC11, RENB-HV12, RENB-HV21 and RENB-HB01 and
−Removed: (d) investment in the development and validation of our AI driven cancer diagnostics platform.
−Removed: The availability of any required additional
−Removed: funding cannot be assured.
−Removed: In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in
−Removed: the future may be involved could adversely affect our liquidity and financial position.
−Removed: We may raise such funds from time to time through
−Removed: public or private sales of our equity or debt securities.
−Removed: Such financing may not be available on acceptable terms, or at all, and our
−Removed: failure to raise capital when needed could materially adversely affect our growth plans and our financial condition and results of operations.
−Removed: As of March 31, 2024, the Company
−Removed: had $312,697 in cash and working capital of $(19,654,098) as compared to $1,874,480 in cash and working capital of $(8,457,693) as of
−Removed: June 30, 2023, a decrease of 83% and 132%, respectively.
−Removed: Total assets at March 31, 2024,
−Removed: were $212,279,340 compared to $58,300,796 as of June 30, 2023.
−Removed: The increase in total assets was primarily due to the increase in goodwill
−Removed: of $152,546,852 from the acquisition of Renovaro Cube.
−Removed: Total liabilities at March 31,
−Removed: 2024, were $43,683,784 compared to $11,798,685 as of June 30, 2023.
−Removed: The increase in total liabilities was primarily related to increases
−Removed: of $20,071,000 in contingent consideration liability, $3,031,803 in accrued expenses, $2,693,808 in accounts payable, $3,700,694 in convertible
−Removed: notes payable, net of discount and $2,774,856 in deferred tax liability offset by a decrease of $1,206,326 in notes payable, net of discount.
+Added: “Going Concern and Management’s Plans,” through September 30, 2024, we have incurred substantial losses.
+Added: additional funds both in the next twelve months and beyond for (a) research and development, (b) increases in personnel, (c) the purchase
+Added: of equipment, and investment in the development and validation of our technology.
+Added: The availability of any required additional funding
+Added: cannot be assured.
+Added: In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in the future
+Added: may be involved could adversely affect our liquidity and financial position.
+Added: We may raise such funds from time to time through public
+Added: or private sales of our equity or debt securities.
+Added: Such financing may not be available on acceptable terms, or at all, and our failure
+Added: to raise capital when needed could materially adversely affect our growth plans and our financial condition and results of operations.
+Added: As of September 30, 2024, the Company had $220,571 in cash and working capital
+Added: of $(21,087,220) as compared to $220,467 in cash and working capital of $(28,312,274) as of June 30, 2024, a decrease of zero and 26%,
+Added: respectively.
+Added: Total assets at September 30, 2024, were $121,832,637 compared to $163,129,450
+Added: as of June 30, 2024.
+Added: The decrease in assets is primarily due to goodwill impairment of $47,614,729 in the current period.
+Added: Total liabilities at September 30, 2024, were $23,745,639 compared to $31,152,306
+Added: as of June 30, 2024.
+Added: The decrease in total liabilities was primarily related to the decrease of $9,250,000 in contingent consideration
+Added: liability, partially offset by an increase of $1,953,540 in accounts payable.
The following is a summary of the
Company’s cash flows (used in) or provided by operating, investing, and financing activities:
+Added: September 30,
+Added: September 30,
Net Cash Used in Operating Activities
6 unchanged sentences
$ (1,351,006 )
−Removed: $ (6,224,100 )
−Removed: Cash used in operating activities
−Removed: for the nine months ended March 31, 2024, and 2023 was ($8,557,649) and ($9,512,937), respectively.
−Removed: Cash used in operating activities
−Removed: during the current period primarily related to the net loss including $2,274,321 in research and development expenses for CDMO and CRO
−Removed: costs, along with approximately $10,477,101 in general and administrative expenses, net of non-cash items, partially offset by an increase
−Removed: in accounts payable of $2,693,808 and accrued expenses of $3,031,803 due to the timing of cash payments and a $216,293 increase in prepaid
+Added: Cash used in operating activities for the three months ended September 30, 2024,
+Added: and 2023 was ($2,016,328) and ($2,777,207), respectively, representing a decrease of $760,879.
+Added: The decrease is primarily related to the
+Added: changes in our operating assets and liabilities.
Cash used in investing activities
−Removed: for the nine months ended March 31, 2024, and 2023 was ($1,206,806) and ($23,633), respectively.
+Added: for the three months ended September 30, 2024, and 2023 was zero and ($1,057,875), respectively.
Cash used in investing activities during
−Removed: the current period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,193,000
−Removed: in principal and $32,779 of interest accrued as of February 13, 2024.
+Added: the prior period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,057,875.
Cash provided by financing activities
−Removed: for the nine months ended March 31, 2024, was $8,050,737 as compared to cash provided by financing activities of $3,267,008 during the
−Removed: nine months ended March 31, 2023.
−Removed: During the nine months ended March 31, 2024, the Company received net proceeds of $5,355,000 from issuance
−Removed: of notes payable, $3,000,000 from private placements and $341,865 from Common Stock warrants exercised, that were partially offset by
−Removed: $646,128 in repayment of a finance agreement.
+Added: for the three months ended September 30, 2024, was $2,029,183 as compared to cash provided by financing activities of $2,562,817 during
+Added: the three months ended September 30, 2023.
+Added: During the three months ended September 30, 2024, the Company received net proceeds of $156,947
+Added: from issuance of notes payable and $2,096,181 from private placements that were partially offset by $223,945 in repayment of a finance
Off-Balance Sheet Arrangements
15 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.