What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2025-02-19 · 382 added, 301 removed, 780 unchanged (47% of the section changed)

9 unchanged sentences

The results for the period ended

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

March 31, 2025, are not necessarily indicative of the results of operations for the full year.

These financial statements and related

footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K

for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission on October 10, 2024.

footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K/A

for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission on February 19, 2025.

RENOVARO INC.

2 unchanged sentences

CURRENT ASSETS:

Other receivable

Investment in equity securities

Insurance receivable

16 unchanged sentences

Current portion of operating lease liabilities

Stock subscription payable

Notes payable – related parties, net

9 unchanged sentences

no shares issued and outstanding

Common Stock, par value $ 0.0001 , 350,000,000 shares authorized, 162,142,907 shares issued and outstanding at December 31, 2024, and 158,452,644 shares issued and outstanding at June 30, 2024

Common Stock, par value $ 0.0001 , 350,000,000 shares authorized, 162,392,907 shares issued and outstanding at March 31, 2025, and 158,452,644 shares issued and outstanding at June 30, 2024

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive income (loss)

( 3,847,603 )

Total Stockholders’ Equity

2 unchanged sentences

$ 163,129,450

See accompanying notes to the unaudited condensed

consolidated financial statements.

See accompanying notes to the unaudited condensed consolidated

financial statements.

RENOVARO INC.

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Operating Expenses

2 unchanged sentences

Goodwill impairment

Intangible asset impairment

Depreciation and amortization

1 unchanged sentence

LOSS FROM OPERATIONS

( 4,546,316 )

( 4,270,075 )

( 57,884,869 )

( 13,154,189 )

Other Income (Expenses)

Change in fair value of contingent consideration

( 2,590,000 )

Change in fair value of equity securities

Loss on extinguishment of debt

2 unchanged sentences

Total Other Income (Expense)

( 2,706,078 )

$ ( 7,252,394 )

$ ( 4,529,121 )

$ ( 51,464,429 )

$ ( 13,704,149 )

BASIC AND DILUTED LOSS PER SHARE

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

NET INCOME (LOSS)

BASIC INCOME (LOSS PER SHARE)

DILUTED INCOME (LOSS PER SHARE)

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - DILUTED

See accompanying notes to the unaudited condensed consolidated

4 unchanged sentences

For the Three Months Ended

For the Six Months Ended

$ ( 7,252,394 )

For the Nine Months Ended

Net Income (Loss)

$ ( 58,990,070 )

3 unchanged sentences

Foreign Currency Translation, net of taxes

( 10,144,818 )

( 3,676,757 )

Comprehensive Loss

$ ( 17,397,212 )

Comprehensive Income (Loss)

$ ( 57,928,869 )

9 unchanged sentences

# of common Shares

Common Shares Amount

Common Shares

Additional Paid-In Capital

5 unchanged sentences

Issuance of preferred stock and warrants in private placement

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

Issuance of preferred stock and warrants for conversion of Note Payable

Restricted shares issued for services rendered

13 unchanged sentences

( 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 12)

Preferred stock converted to common stock pursuant to acquisition of GEDi Cube (Note 12)

Shares issuable for settlement of contingent consideration

Stock-based compensation

( 58,990,070 )

Foreign currency translation adjustment

March 31, 2024

$ 450,079,965

$ ( 316,723,472 )

$ 134,405,556

# of Series A Preferred Shares

31 unchanged sentences

$ ( 3,847,603 )

Restricted shares issued for executive compensation

Stock-based compensation

Foreign currency translation adjustment

March 31, 2025

$ 471,325,333

$ ( 383,730,334 )

See accompanying notes to the unaudited condensed consolidated

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 51,464,429 )

$ ( 13,704,149 )

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

1 unchanged sentence

Loss on extinguishment of debt

Changed in value of contingent consideration

( 6,660,000 )

Change in value of contingent consideration

Change in value of equity securities

Stock-based compensation expense

1 unchanged sentence

Goodwill impairment

Intangible asset impairment

Amortization of discount of notes payable

7 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 4,576,052 )

( 5,923,830 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Notes receivable

( 1,073,625 )

Notes receivable prior to acquisition

Investment in equity securities

Cash received from acquisition

Purchase of property and equipment

NET CASH USED IN INVESTING ACTIVITIES

( 1,115,209 )

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

Proceeds from private placement

Stock subscription payable

Proceeds from notes payable

3 unchanged sentences

NET CHANGE IN CASH

( 1,630,500 )

CASH, BEGINNING OF PERIOD

5 unchanged sentences

Conversion of note payable for issuance of preferred stock

Common shares issued upon acquisition

Contingent consideration issued upon acquisition

Earn out shares issued in settlement of contingent liability

Note payable settled through non-cash exercise of warrants

Debt discount related to convertible promissory notes

33 unchanged sentences

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

adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2024, and 2023 and

adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2025, and 2024 and

for the periods then ended have been made.

4 unchanged sentences

be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2024 audited financial

The results of operations for the period ended December 31, 2024 are not necessarily indicative of the operating results for

The results of operations for the period ended March 31, 2025 are not necessarily indicative of the operating results for

the full year.

Consolidation – For

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

the three and nine months ended March 31, 2025, and 2024, the condensed consolidated financial statements include the accounts and operations

of the Company and its subsidiaries.

13 unchanged sentences

granted but have not been exercised and shares issuable upon conversion of convertible preferred stock and convertible notes.

of the net loss for the three and six months ended December 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 19,321,772 and 18,217,727

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

of the net loss for the nine months ended March 31, 2025, and 2024, 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 12,850,390 and 9,522,967 potential

shares of Common Stock excluded from the Diluted EPS calculation as of March 31, 2025, and 2024, respectively.

Functional Currency & Foreign

7 unchanged sentences

dollars at the average exchange rates prevailing during the periods

ended December 31, 2024, and 2023.

ended March 31, 2025, and 2024.

Translation gains and losses are deferred and accumulated as a component of other comprehensive income

2 unchanged sentences

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

Investment in Equity Securities

– The Company accounts for investments in equity securities in accordance with ASC 321, Investments—Equity Securities.

Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in net income

Equity securities without readily determinable fair values are measured at cost, less impairment, if any, and adjusted for observable

price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company evaluates such investments

at each reporting period for impairment or other observable transactions that would require adjustment.

On February 28, 2025, the Company

purchased $ 500,000 of equity securities.

During the period ended March 31, 2025, the Company recorded a change in fair value of equity

securities for $ 210,281 (see note 3).

The investment in equity securities balance at March 31, 2025, was $ 710,281 .

Recently Adopted Accounting

29 unchanged sentences

financing to fund operations.

The Company incurred a net loss of $ 7,252,394 and $ 51,464,429 for the three and six months ended December

31, 2024, respectively.

As of December 31, 2024, the Company had cash and cash equivalents of $ 311,764 and an accumulated deficit of $ 383,919,510

The Company incurred a net income (loss) of $ 189,176 and $( 51,275,253 ) for the three and nine months ended

March 31, 2025, respectively.

As of March 31, 2025, the Company had cash and cash equivalents of $ 923,002 and an accumulated deficit of

$ 383,730,334 and a working capital deficit of $ 25,173,586 .

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.

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

29 unchanged sentences

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 December 31, 2024.

There were no Level 2 and 3 assets,

or any Level 1 or 2 liabilities as of March 31, 2025.

Unless otherwise disclosed, the

1 unchanged sentence

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

Level 1 assets held as of March

31, 2025, consisted of an investment in equity securities related to an extension agreement entered on February 28, 2024 .

The Company purchased 467,290 shares of common stock at a purchase price of $1.07 per share.

The investment in equity securities was recorded

at a fair value of $500,000 at the time of purchase and is subsequently remeasured to fair value at the end of each reporting period.

As of March 31, 2025, the Company held 467,290 shares of common stock in connection with the investment in equity securities.

Level 3 liabilities held as of

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

March 31, 2025, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro

Cube, (the “Acquisition”).

4 unchanged sentences

at the time of the Acquisition and is subsequently remeasured to fair value at the end of each reporting period.

As of December 31, 2024,

As of March 31, 2025,

there were 2,775,650 contingent shares issuable in connection with the Acquisition.

The Company’s assets and

liabilities measured at fair value on recurring bases as of March 31, 2025 were as follows:

Schedule of assets and

liabilities measured at fair value on recurring bases

Fair Value Measurements at

Reporting Date Using

Investment in equity securities

Total assets at fair value

Contingent consideration

Total liabilities at fair value

The fair value of the contingent

3 unchanged sentences

underlying stock.

The key inputs to valuing the contingent consideration liability as of December 31, 2024, were:

The key inputs to valuing the contingent consideration liability as of March 31, 2025, were:

Schedule of contingent consideration liability

6 unchanged sentences

Expected Term (years)

The following table sets forth

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

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

Reporting Date Using

Quoted Prices in

Active Markets for Identical Assets Inputs

Significant Other

Observable Inputs

Significant Other Unobservable Inputs

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

The following table sets forth the Level 3 liability

at March 31, 2025, 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.

The roll forward of contingent consideration liability

is as follows:

of contingent consideration liability

Balance June 30, 2024

Fair value adjustment

Contingent Consideration Liability at December 31, 2024

( 10,990,000 )

Fair Value at March 31, 2025

NOTE 4 — INTANGIBLE ASSETS AND GOODWILL

3 unchanged sentences

Cube, the Company acquired goodwill valued at $ 159,464,039 .

Impairment – During the six months ended December

Impairment – During the nine months ended March

31, 2025, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the

4 unchanged sentences

Therefore, an impairment adjustment of $ 47,614,729 was recorded for

the period ended December 31, 2024.

At December 31, 2024 and June 30,

the period ended March 31, 2025.

At March 31, 2025 and June 30,

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

2 unchanged sentences

Translation Adjustment

December 31, 2024

March 31, 2025

Definite Life Intangible Assets

2 unchanged sentences

( 47,614,729 )

( 3,716,159 )

Total Goodwill

2 unchanged sentences

$ 112,642,272

$ 107,999,273

Expected future amortization expense is as follows:

7 unchanged sentences

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

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

January 2024 Note bears an interest rate of 12 % per annum and matured 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 2024

The January 2024 Note is convertible either at the option of the holder or automatically upon maturity into shares of the Company’s

5 unchanged sentences

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.

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

4 unchanged sentences

The January 2024 Note and December

2023 Notes balance at December 31, 2024 was $ 245,000 .

2023 Notes balance at March 31, 2025 was $ 245,000 .

Notes Payable —

Bridge Loans — From

October 21, 2024 to December 30, 2024, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder

October 21, 2024 to January 24, 2025, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder

(“Paseco ApS”), to issue Promissory Notes for the principal amount of $ 2,650,000 .

The Company received $ 2,650,000 in gross

The note bears an interest rate of 10 % per annum and mature from December 31, 2024 to January 31, 2025.

The notes bear an interest rate of 10 % per annum and mature from December 31, 2024 to December 31, 2025.

Approximately $700,000

matured on December 31, 2024 .

The note balance at December 31, 2024 was $ 1,750,000 .

matured on December 31, 2024 , $ 900,000 matured on December 31, 2025 and $ 1,050,000 matured on January 31, 2025.

On February 24, 2025, Paseco ApS assigned 50% of

its ownership rights to Laksya Ventures Inc.

with all terms remaining unchanged.

The note balance at March 31, 2025, was $ 2,650,000 with

Paseco ApS and Laksya Ventures Inc.

each holding $ 1,325,000 .

From November 12, 2024 to December

2 unchanged sentences

The note bears an interest rate of 10 % per annum and matures on December

The note balance at December 31, 2024 was approximately $ 527,000 .

During the period ended March 31, 2025 approximately € 50,000 was reclassed to accounts payable.

On February 24, 2025 Paseco

ApS assigned 50 % of its ownership rights to Laksya Ventures Inc.

with all terms remaining unchanged.

The note balance at March 31, 2025

was approximately $ 490,000 with Paseco ApS and Laksya Ventures Inc.

each holding $ 245,000 .

On November 1, 2024, Renovaro Cube

entered into an agreement with Yalla Yalla Limited, an investor to issue a Promissory Note for the amount of approximately € 230,000 .

The note bears an interest rate of 10 % per annum and matures on February 24, 2025 .

The note balance at December 31, 2024 was approximately

The note bears an interest rate of 10 % per annum and matured on February 24, 2025 .

The note balance at March 31, 2025 was approximately

On September 16, 2024, the Company

3 unchanged sentences

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

The note balance at December 31, 2024 was $ 100,000 .

On February 24, 2025 RS Bio assigned its ownership rights to

Rene Sindlev with all terms remaining unchanged.

The note balance at March 31, 2025 was $ 100,000 .

On September 6, 2024, Renovaro

2 unchanged sentences

The note bears an interest rate of 12 % per annum and matures on September 9, 2025 .

note balance at December 31, 2024 was approximately $ 57,000 .

24, 2025 Paseco ApS assigned 50% of its ownership rights to Laksya Ventures Inc.

with all terms remaining unchanged.

The note balance

at March 31, 2025 was approximately $ 57,000 with Paseco ApS and Laksya Ventures Inc.

each holding $28,500.

On February 5, 2024, the Company

3 unchanged sentences

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

The note balance, net of discount at December

31, 2024 was $ 105,263 .

On February 24, 2025 RS Bio assigned its

ownership rights to Rene Sindlev with all terms remaining unchanged.

The note balance, net of discount at March 31, 2025 was $ 105,263 .

On January 2, 2024, the Company

3 unchanged sentences

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

The note balance, net of discount at December 31, 2024 was $ 526,315 .

On February 24, 2025 RS Bio assigned its ownership rights to Rene

Sindlev with all terms remaining unchanged.

The note balance, net of discount at March 31, 2025 was $ 526,315 .

On November 3, 2023, the Company

4 unchanged sentences

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

The note balance, net of discount at December 31, 2024 was $ 750,000 .

On February 24, 2025 RS Bio assigned its ownership rights to Rene Sindlev with all terms remaining unchanged.

The note balance, net of

discount at March 31, 2025 was $ 750,000 .

Promissory Note — On

5 unchanged sentences

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

The Promissory Note balance at December

31, 2024 is $ 831,497 .

On February 24, 2025 Paseco ApS assigned

its ownership rights to Rene Sindlev with all terms remaining unchanged.

The Promissory Note balance at March 31, 2025 is $ 831,497 .

The Company’s obligations

14 unchanged sentences

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 quarter ended December

During the quarter ended March

31, 2025 and 2024, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

13 unchanged sentences

issued 160,000 shares of Common Stock for consulting services valued at $ 118,400 .

On January 21, 2025, the Company

issued 250,000 shares of Common Stock to its Chief Executive Officer of Renovaro Cube valued at $ 177,500 .

Beginning February 24, 2025, the Company entered into a public equity offering.

(see Note 7 – Commitment and Contingencies).

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 six months ended December 31, 2024:

the stock options granted using the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2025:

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

19 unchanged sentences

The Company recognized

stock-based compensation expense of $ 538,127 related to the vesting of the stocks options during the period ended December 31, 2024.

December 31, 2024, the Company had $ 806,716 of unrecognized compensation cost related to the options which vest at August 23, 2025.

stock-based compensation expense of $ 847,082 related to the vesting of the stocks options during the period ended March 31, 2025.

31, 2025, the Company had $ 497,761 of unrecognized compensation cost related to the options which vest at August 23, 2025.

On October 14, 2024, the

10 unchanged sentences

fully vest on January 6, 2025 and expire on November 4, 2034.

total, the Company recognized stock-based compensation expense related to options of $ 558,631 and $ 916,279 for the three and six

months ended December 31, 2024, respectively.

Subsequently, during the period ended March 31, 2025, pursuant to the Company’s

executive officer compensation claw back policy, the board of directors directed the Company to claw back and cancel the 58,500 options

which were issued on November 4, 2024.

On January 21, 2025, the Company

issued 250,000 stock options to the Chief Financial Officer of Renovaro Cube.

The options had a fair value of $ 151,750 on the grant date,

fully vest on January 6, 2027, and expire on January 21, 2035 .

On January 21, 2025, the Company

issued 1,000,000 stock options to its board of directors.

The options had a fair value of $ 593,000 on the grant date, fully vest on December

30, 2029, and expire on January 21, 2035 .

total, the Company recognized stock-based compensation expense related to options of $ 263,631 and $ 1,179,940 for the three and nine months

ended March 31, 2025, respectively.

The Company recognized stock-based compensation expense related to options of $ 1,326,592 and

$ 1,216,469 for the three and six months ended December 31, 2023, respectively.

At December 31, 2024, the Company had approximately

$ 2,775,793 for the three and nine months ended March 31, 2024, respectively.

At March 31, 2025, the Company had approximately

$ 1,338,933 of unrecognized compensation cost related to non-vested options.

The Company recognizes compensation

costs for warrants non-employees based on their grant-date fair value.

The value of each warrant is estimated on the date of grant using

the Black-Scholes option-pricing model.

The weighted-average assumptions used to estimate the fair values of the warrants granted using

the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2025:

Schedule of Black-Scholes option-pricing model

Renovaro Inc.

Expected term (in years)

Risk free interest rate

Dividend yield

On February 24, 2025, the Company issued 3,175,000 warrants to Paseco ApS.

The company recognized stock-based compensation related to warrants of $1,235,538 in the period ended March 31, 2025.

March 31, 2025, the Company had zero unrecognized compensation cost related to non-vested warrants.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

21 unchanged sentences

after January 31, 2022.

The Company paid zero under the HBV License Agreement during the quarters ending December 31, 2024, and 2023.

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

sub-section below).

The Company paid zero under the HBV License Agreement during the quarters ending March 31, 2025, and 2024.

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

On April 18, 2021, the Company

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

On July 26, 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

8 unchanged sentences

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

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

March 15, 2024.

The Company 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 filed their motion for preliminary approval

of the settlement on December 9, 2024.

On December 18, 2024, the Company filed a notice of non-opposition to the motion for preliminary

approval of the settlement.

On January 7, 2025, the Court took the plaintiff’s motion for preliminary approval of the settlement

under consideration without oral argument.

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

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

The plaintiff filed their motion for preliminary approval of the

settlement on December 9, 2024.

On December 18, 2024, the Company filed a notice of non-opposition to the motion for preliminary approval

of the settlement.

On January 7, 2025, the Court took the plaintiff’s motion for preliminary approval of the settlement under consideration

without oral argument.

Federal Derivative Litigation.

1 unchanged sentence

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 defendants.

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 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.

District of California (the “Koenig Matter”).

On January 19, 2023, John Solak filed a substantially similar shareholder derivative

action in the United States District Court for the District of Delaware (the “Solak Matter”).

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 defendants.

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.

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.

On January 10, 2025, the parties in the Koenig matter filed a

joint status report requesting that all pending deadlines in the matter remain suspended.

The parties’ deadline to file a joint

status report in the Koenig matter is April 11, 2025.

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

On January 29, 2025, the court in the Solak matter stayed the case for an additional 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

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.

the United States District Court for the Central District

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

The Koenig Matter is currently stayed

and the parties’ deadline to file a joint status report is July 11, 2025.

On April 30, 2025, the court stayed the Solak Matter for

ninety (90) days and the deadline for the parties to file a joint status report or further stay of the action is July 29, 2025.

The defendants

have not yet responded to the Koenig or Solak complaints.

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.

On January 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 (90) days.

On January 24, 2025, the court in the Midler matter stayed the case for an additional ninety (90)

The parties’ deadline to file a joint status report in the Midler matter is April 28, 2025.

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.

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

similar underlying facts as those alleged in the Securities Class Action Litigation (the “Midler Matter”).

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 to dismiss in the Securities Class Action Litigation.

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

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

On April 29, 2025, the court

stayed the Midler Matter for ninety (90) days.

The parties’ deadline to file a joint status report in the Midler action is July

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.

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, SG & AW Holdings, LLC, and SRI (collectively,

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

the “Defendants”).

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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.

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as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements.

Trial was scheduled to

begin on March 3, 2025.

On November 14, 2024, the court vacated the March 3, 2025 trial date and set a trial setting conference for May

Discovery remains ongoing.

The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend

against them while pursuing its claims against the Defendants.

On March 1, 2021, the Company’s

former Chief Financial Officer, Robert Wolfe, and his company, Crossfield, Inc., filed a Complaint in the U.S.

District Court for the

District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers.

was scheduled to begin on March 3, 2025.

On November 14, 2024, the court vacated the March 3, 2025 trial date and set a trial setting

conference for May 1, 2025.

At the May 1, 2025 trial setting conference, the court reset the trial to begin on November 30, 2026.

remains ongoing.

The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend against them while

pursuing its claims against the Defendants.

1, 2021, the Company’s former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the

District Court for the District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers.

In the Complaint, Mr.

and Crossfield, Inc.

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

cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive damages.

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

Court, Orange Civil Division.

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

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

Wolfe and Crossfield, Inc.

asserted claims for abuse of process and malicious prosecution, alleging, inter alia,

that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages,

as well as punitive damages.

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

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

On March 3, 2022, the court partially granted the Company’s motion

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

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.

about April 16, 2025, the parties entered into a confidential settlement agreement.

The confidential settlement agreement requires certain

events to occur within 45 days and 60 days and, accordingly, the court has entered a 65-day dismissal nisi.

Unless a party moves to reopen

within the 65-day period, the action will be dismissed with prejudice.

On June 7, 2023, Weird Science

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The Company filed a motion

to dismiss the FAC on December 18, 2023, and the court held a hearing on the Company’s motion to dismiss on November 15, 2024.

the hearing, the court dismissed (1) all claims brought on behalf of Wittekind and the Trusts, (2) the fraudulent concealment claim against

the Company and others (without prejudice), and (3) the breach of contract claim against the Company related to a registration statement

that was not filed in 2023.

At the hearing, the court also found that punitive damages were not available to Plaintiffs.

The court took

the remaining issues briefed on the Company’s motion to dismiss under advisement.

The Company denies Plaintiffs’ allegations

and remaining claims and intends to vigorously defend against these claims.

to dismiss the FAC on December 18, 2023 and the court held a hearing on November 15, 2024.

At the hearing, the court dismissed (1) all

claims brought on behalf of Wittekind and the Trusts, (2) the fraudulent concealment claim against the Company and others (without prejudice),

and (3) the breach of contract claim against the Company related to a registration statement that was not filed in 2023.

At the hearing,

the court also found that punitive damages were not available to Plaintiffs.

The court took the remaining issues briefed on the Company’s

motion to dismiss under advisement.

On February 26, 2025, the court ruled on the balance of the claims against the Company and (1) denied

the Company’s motion to dismiss Weird Science’s breach of contract claims related to registration statements filed in 2020

(2) dismissed the fraudulent inducement claim as time barred;

and (3) dismissed the declaratory judgment claim.

denies Plaintiffs’ allegations and remaining claims and intends to vigorously defend against these claims.

On August 24, 2023, counsel on

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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

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

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.

Science and Wittekind seek unspecified compensatory, exemplary, and punitive damages and certain injunctive relief.

The Derivative Complaint

names the Company as a nominal defendant.

On July 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.

29, 2024, the court granted the director defendants’ motion to dismiss and dismissed the Derivative Complaint without prejudice,

but also without leave to amend.

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 November 27, 2024, Weird Science and Wittekind filed

1 unchanged sentence

The appeal remains pending.

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.

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

2 unchanged sentences

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.

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 and a hearing

has been scheduled for June 25, 2025.

Equity Contingencies

Between February 24, 2025 and

March 25, 2025, the Company received gross proceeds of $ 3,000,000 from

an investor participating in the equity offering of up to $15,000,000 made

to a group of investors whereby each investor is to receive one Common Stock and one Warrant for every dollar invested.

As of March 31,

2025, the equity offering had not yet closed.

Pursuant to the terms of the offering, the investors retain the right to require the return

of their funds in the event the offering does not close.

Because the closing of the offering has not occurred yet as of March 31, 2025,

and the return of proceeds remains within the control of the investor, the Company has classified the $ 3,000,000 as a liability on its

condensed consolidated balance sheet as of March 31, 2025.

The Company will reassess the classification of this amount in future periods

based on the status of the offering and any changes to the related rights or obligations.

NOTE 8 — RELATED PARTY TRANSACTIONS

As of December 31, 2024, the Company

As of March 31, 2025, the Company

has accrued $ 384,949 of compensation related expenses for the Company’s former Chief Executive Officer, Mark Dybul, related to budget

12 unchanged sentences

The Company recognized stock-based compensation expense of $ 847,082 related

to the vesting of the stocks options during the period ended December 31, 2024.

At December 31, 2024, the Company had $ 806,716 of unrecognized

to the vesting of the stocks options during the period ended March 31, 2025.

At March 31, 2025, the Company had $ 497,761 of unrecognized

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

NOTE 9 — SEGMENT REPORTING

For the period ending December

For the period ending March 31,

2025, 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.

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

they require different technology and marketing strategies.

Reportable Segment

5 unchanged sentences

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

During the period ending December 31, 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.

During the period ending March 31, 2025, 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.

10 unchanged sentences

used in assessing the performance of the segment.

regarding each reportable segment for the three months ended December 31, 2024, is as follows:

regarding each reportable segment for the three months ended March 31, 2025, is as follows:

Schedule of information regarding segment reporting

4 unchanged sentences

Segment operating loss

regarding each reportable segment for the six months ended December 31, 2024, is as follows:

regarding each reportable segment for the nine months ended March 31, 2025, is as follows:

General and administrative

82 unchanged sentences

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 six

month period ended December 31, 2023.

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 31, 2024.

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

1 unchanged sentence

Three months ended

December 31, 2023

Six months ended

December 31, 2023

March 31, 2024

Nine months ended

March 31, 2024

$ ( 15,842,575 )

4 unchanged sentences

NOTE 11 — SUBSEQUENT EVENTS

From January 10, 2025, to January 24,

2025, the Company issued Promissory Notes in the aggregate principal amount of $ 900,000 .

The Notes bear an interest rate of 10 % per

annum and mature on June 30, 2025 , (the “Maturity Date”).

The Company is required to pay principal and interest on the

Maturity Date.

On February 7, 2025, the Company entered into a credit

agreement with a third party with a total capacity of up to $ 4,000,000 .

The credit agreement matures on the earlier of February 6, 2030

or in the event of a default in which the lender accelerates the maturity of the loan.

Any borrowings under the loan bear interest at

10 % per annum and are payable at maturity.

In the event any borrowing remains unpaid at when the borrowing becomes due, the interest rate

increases to 15% per annum.

All principal and interest are due at maturity, the agreement does not require periodic payments nor are there

any prepayment penalties for any borrowings under the credit agreement.

Additionally, for each borrowing under the credit agreement,

the lender will receive warrants equal to the quotient of the principal borrowed divided by the value of an American call option determined

by the use of a Black-Scholes option pricing model as of the borrowing date.

Any warrants issued will have an exercise price equal to

the closing price of the Company’s common stock as quoted per NASDAQ and will have a 5-year term.

On February 7, 2025, the Company entered into a credit

agreement with a third party with a total capacity of up to $ 4,000,000 .

The credit agreement matures on the earlier of February 6, 2030

or in the event of a default in which the lender accelerates the maturity of the loan.

Any borrowings under the loan bear interest at

10 % per annum and is payable at maturity.

In the event any borrowings remain unpaid at when the borrowings become due, the interest rate

increases to 15% per annum.

All principal and interest is due at maturity, the agreement does not require periodic payments nor are there

any prepayment penalties for any borrowings under the credit agreement.

Additionally, for each borrowing under the credit agreement,

the lender will receive warrants equal to the quotient of the principal borrowed divided by the value of an American call option determined

by the use of a Black-Scholes option pricing model as of the borrowing date.

Any warrants issued will have an exercise price equal to

the closing price of the Company’s common stock as quoted per NASDAQ and will have a 5 year term.

26, 2025, Renovaro, Inc., a Delaware corporation (“ Renovaro ”), entered into an Agreement and Plan of Merger (the “ Merger

Agreement ”) with Renovaro Acquisition Sub, a Delaware corporation and wholly owned subsidiary of Renovaro (“ Merger

Sub ”), and Biosymetrics, Inc., a Delaware corporation (“ Biosymetrics ”), pursuant to which Renovaro agreed

to acquire Biosymetrics pursuant to the merger of Merger Sub with and into Biosymetrics, with Biosymetrics as the surviving corporation

and a wholly owned subsidiary of Renovaro (the “ Transaction ”).

On April 8, 2025, Renovaro consummated the Transaction

and issued 15.0 million shares of Renovaro’s common stock, par value $0.0001 per share (the “ Shares ”), to the

former stockholders of Biosymetrics in accordance with the terms of the Merger Agreement.

and sale of the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”),

in reliance on the exemption from registration requirements thereunder provided by Section 4(a)(2) thereof.

Renovaro relied in part upon

representations contained in the Merger Agreement that all those receiving Shares in connection with the Transaction are “accredited

investors” as defined in Rule 501(a) under the Securities Act.

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