What changed in this filing

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Item 1. Legal Proceedings

2025-05-15 compared with 2025-02-19 · 127 added, 127 removed, 82 unchanged (76% of the section changed)

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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.

Federal Derivative Litigation.

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

On September 22, 2022, Samuel E.

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

of California.

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

Court for the District of Delaware.

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

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

directors as defendants.

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

for the Central 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

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.

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 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.

2024, 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.

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 “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.

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

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

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

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.

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

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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.

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 moved to dismiss the Verified Complaint on September

On December 4, 2023, in lieu of opposing the motion

to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”).

In the FAC, Plaintiffs assert claims against the

Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference with a contract, and several

Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain declaratory relief, specific performance,

and pre- and post-judgment interest, costs, and attorneys’ fees.

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

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

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

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

interference with a contract, and several other torts.

Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain

declaratory relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees.

The Company filed a motion

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

At the hearing, the court dismissed (1) all

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motion to dismiss under advisement.

The Company denies Plaintiffs’ allegations and remaining claims and intends to vigorously defend

against these claims.

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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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.

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

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.

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

On November 27, 2024, Weird

Science and Wittekind filed a notice of appeal of the court’s decision granting the director defendants’ motion to dismiss.

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.

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

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

in the defendants receiving shares and compensation.

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

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

in connection with the merger, and damages.

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

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 a notice of appeal of the court’s decision granting the director defendants’ motion to dismiss.

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.

In the complaint, the Company alleges that Gumrukcu and others deliberately and fraudulently concealed a murder-for-hire

scheme from the Company in order to induce the Company to enter into the merger agreement, which resulted in the defendants receiving

shares and compensation.

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

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

with the merger, and damages.

On October 1, 2024, the defendants moved to dismiss the complaint and a hearing has been scheduled for June

Risk Factors.

6 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.

What changed 10-Q

Item 1. Legal Proceedings