What changed in this filing

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Item 1. Legal Proceedings

2025-11-14 compared with 2025-05-15 · 144 added, 144 removed, 65 unchanged (82% of the section changed)

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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

current and former officers and directors.

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

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

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

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

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

The complaints allege,

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

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

with Serhat Gümrükcü and its commercial prospects.

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

On November 22, 2022, the Manici Action was voluntarily dismissed

without prejudice, but the Chow action remains pending.

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

The Chow Action (also referred to as the “Securities

Class Action Litigation”) remains pending.

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

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

plaintiff filed an amended complaint on December 15, 2023.

The Company filed a motion to dismiss the amended complaint on March 15, 2024.

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

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

signed a stipulation of settlement that, subject to final approval by the United States District Court for the Central District of California,

provides for resolution of the Securities Class Action Litigation.

The Court granted the lead plaintiff’s motion for preliminary

approval of the settlement on August 18, 2025.

Federal Derivative Litigation.

On September 22, 2022, Samuel E.

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

for the Central District of California (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.

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.

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

District of California (the “Koenig Matter”).

The Koenig Matter, filed on behalf of the Company, names Serhat Gümrükcü

and certain of the Company’s current and former directors as defendants, and also names the Company as a nominal defendant.

Koenig Matter alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and also sets out claims for breach

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

defendants’ motion to dismiss the Securities Class Action Litigation.

The parties in the Koenig Matter, the Solak Matter (defined

below), and the Midler Matter (defined below) have entered into a stipulation of settlement that, subject to final approval by the United

States District Court for the Central District of California, provides for resolution of the Koenig Matter, Solak Matter, and Midler Matter

(the “Koenig-Solak-Midler Settlement”).

On November 3, 2025, plaintiff in the Koenig Matter filed a motion for preliminary

approval of the Koenig-Solak-Midler Settlement with the United States District Court for the Central District of California.

The defendants

have not yet responded to the complaint.

On January 19, 2023, John Solak

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

The Solak Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and

former directors as defendants, and also names the Company as a nominal defendant.

The Solak Matter alleges violations of Section 14(a)

of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder, and also sets out claims for breach of fiduciary duty

and contribution and indemnification.

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

other costs and expenses.

On April 6, 2023, the United States District Court for the District of Delaware stayed the Solak Matter pending

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

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 November 3, 2025, plaintiff in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the

United States District Court for the Central District of California.

The Solak Matter is stayed pending approval of the Koenig-Solak-Midler

The defendants have not yet responded to the complaint.

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 “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

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

The Midler Matter, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s

current and former directors as defendants.

The Midler Matter also names the Company as a nominal defendant.

The Midler Matter 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

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 July 31, 2025, the court stayed the Midler Matter for 120 days.

On November 3, 2025,

plaintiff in the Koenig Matter filed a motion for preliminary approval of the Koenig-Solak-Midler Settlement in the United States District

Court for the Central District of California.

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.

Management is unable to determine

the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting date.

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

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

the “Defendants”).

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

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

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

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

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

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

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

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

The Complaint alleges that the Defendants engaged in a “concerted, deliberate

scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza

pipelines.” Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and

even fabricated studies out of whole cloth.” As a result of the Defendants’ conduct, the Company claims that it “paid

approximately $25 million to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants

Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims,

as well as a motion to strike.

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

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

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.

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

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.

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

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

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

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

In the Verified Complaint,

Plaintiffs alleged that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS

Group ApS (the “Investor Rights Agreement”).

According to the Verified Complaint, the Investor Rights Agreement required the

Company to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration

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.

7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson

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

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

In the Verified

Complaint, Plaintiffs alleged that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science,

and RS Group ApS (the “Investor Rights Agreement”).

According to the Verified Complaint, the Investor Rights Agreement required

the Company to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration

statement and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement.

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The Company moved to dismiss the Verified Complaint on September

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

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.

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

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

with a contract, and several other torts.

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

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

The Company filed a motion to dismiss

the FAC on December 18, 2023 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;

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 and 2022;

(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

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

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

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

The Company takes its obligations

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

The Company denies Plaintiffs’ allegations and remaining

claims and intends to vigorously defend against these claims.

24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect

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

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

takes its obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply

with those obligations.

On January 19, 2024, Weird Science

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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

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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

On June 21, 2024, the Company filed

suit against Weird Science, Gumrukcu, 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.

A hearing took place on

June 25, 2025, and on November 7, 2025, the Court granted defendants’ motion and dismissed the complaint.

Lunai commenced an action against Predictive Oncology, Inc.

in the Delaware Court of Chancery claiming that POAI breached a “definitive” January 2025 Letter Agreement pursuant to which

Lunai was going to acquire POAI.

As a result of its breach, POAI made that acquisition impossible and dramatically devalued the share

price of stock Lunai had already acquired as well as the value of the company it was contractually entitled to acquire.

Lunai sought specific

performance or, in the alternative, money damages.

The parties have exchanged paper discovery and noticed depositions.

The action has

been held in abeyance while the parties attempt to negotiate a settlement.

Risk Factors.

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Unregistered Sales of Equity Securities and Use of Proceeds.

On July 7, 2025, the Company issued 5.36 million shares

of common stock, valued at $16.1 million upon the conversion of convertible notes (see Note 6).

Defaults Upon Senior Securities.

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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