Lunai Bioworks Inc 10-K/A, filed Oct 28, 2024
Lunai Bioworks Inc. (LNAI)
About this 10-K/A
Lunai Bioworks Inc filed this 10-K/A on October 28, 2024, covering the fiscal year ended June 30, 2024.
United states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ ANNUAL report under section 13 Or 15(d) of the securities exchange act of 1934
For the fiscal year ended June 30, 2024
☐ TRANSITION report under section 13 Or 15(d) of the securities exchange act of 1934
For the transition period from
Commission file number 001-38758
| RENOVARO INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 45-2259340 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
| 2080
Century Park East Suite 906 Los Angeles, CA |
90067 | |
| (Address of principal executive offices) | (Zip Code) |
+1(305) 918-1980
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.0001 per share | RENB | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
On December 31, 2023, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $57,193,356.
As of October 27, 2024, the number of shares outstanding of the registrant’s common stock, par value $0.0001 per share (the “Common Stock”), was 161,717,342.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Renovaro Inc. (the “Registrant,” and together with its wholly owned subsidiaries, Renovaro Biosciences, Renovaro Biosciences Denmark ApS, Renovaro Technologies, Inc and Renovaro Cube. Renovaro Intl Ltd (“Renovaro Cube”). Renovaro Cube refers to Renovaro Cube Intl. Ltd. and its wholly owned subsidiaries GediCube, B.V. and Grace Systems B.V., (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2024, solely to include the information required in Part III (Items 10 through 14) of Form 10-K. In addition, we are amending Item 15 of Part IV, (i) to include Exhibit 97.1, the Registrant’s Clawback Policy, which was inadvertently not attached to the Original Filing as a result of administrative error and (ii) to include new certifications by our Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Except as specifically described above, no other changes have been made to the Original Filing. In order to preserve the nature and character of the disclosures in the Original Filing, except as specifically discussed in this Amendment, no attempt has been made to modify or update such disclosures for events which occurred subsequent to the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s subsequent filings with the SEC. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Filing, and such forward-looking statements should be read in their historical context.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Identification of Directors
The following is a description of the business experience, qualifications, skills, and educational background of each of our directors, including each director’s relevant business experience:
David Weinstein
On October 14, 2024, the board of directors of the Company appointed David Weinstein, age 64, Chief Executive Officer of the Company and a member of the Board. Immediately prior to joining the Company, Mr. Weinstein was a Managing Partner, Investment Banking at Dawson James Securities, Inc. where he has worked since 2005. While at Dawson James, Mr. Weinstein directly sourced over $300 million in investments for small-cap biotech and healthcare companies. He also spearheaded the merger of two healthcare companies in personalized cancer diagnostics and assisted in its uplisting on Nasdaq. Mr. Weinstein received his Bachelor of Arts in Liberal Arts from St. John’s College and a Masters in Public Management from the University of Maryland.
Maurice van Tilburg
Maurice van Tilburg has held several senior positions in the Financial Services industry and Tech enterprises combining general management, technology, operational service delivery, financial management, audit and product development. He is also an awarded artist that combines leadership roles in the industry with a successful series of art concepts. Mr. van Tilburg currently serves as the Director of the Dutch National Growth fund where he oversees the largest government investments in the area of innovation and technology. With this he builds on his role at Techleap.nl where he developed new and additional sources of funding for Dutch Tech scale ups in order to contribute to global challenges, economic growth, technology capabilities and employment in The Netherlands. Mr. van Tilburg brings with him his experience as CEO of Euronext Amsterdam where he was responsible for clients, product development, organization and P&L for the Dutch market as well as the operational running of all European stock markets of Euronext. Mr. van Tilburg’s ambition is to lead teams with a clear mission and positive impact, bringing his leadership skills and experience in areas of finance, tech and art. In that context Mr. van Tilburg has held also nonexecutive/advisory board member at several startup companies.
James A. McNulty
Mr. McNulty serves as CFO for MIRALOGX, LLC, a privately held incubator which develops and licenses pharmaceutical intellectual property to private and public entities. Mr. McNulty is currently Interim CFO for Inhibitor Therapeutics, Inc. (OTCQB: INTI), where he has served since 2022. After leaving public accounting in 1998 after a 26-year career in Tampa as founder of three CPA firms, he served as CFO in the biopharmaceutical industry, including 3 years with Star Scientific, Inc. (NASDAQ: STSI) and 15 years with BioDelivery Sciences International, Inc. (NASDAQ: BDSI). Mr. McNulty was CEO of MYMD Pharmaceuticals, Inc. (NASDAQ: TNFA) from its inception in 2014 until it became public in early 2020. He served as CFO of MIRA Pharmaceuticals, Inc. from inception in 2020 until it became public in late 2023 as well as Telomir Pharmaceuticals, Inc (NASDAQ: TELO) from inception in 2021 until shortly before it became public in 2023. He served five years on the board as Lead Director/Audit Committee Chair of CV Sciences, Inc (OTC: CVSI). He has extensive experience in privately held companies, including five years as a Director of Quantum Technology Sciences, Inc. until its acquisition by a public company, and since 2000 as CFO of Hopkins Capital Group, an affiliation of limited liability companies which engage in venture activities primarily in the development of pharmaceuticals, including as CFO of privately-owned Defender Pharmaceuticals, Inc. He is a partner in Perfect Golf Event, LLC, an online organizer of over 4,000 charity golf events annually. He co-authored with Pat Summerall and published Business Golf, the art of building relationships on the links. Mr. McNulty’s career in accounting and consulting/forensic services includes expert testimony as a Certified Public Accountant, primarily in construction litigation and personal injury cases. He is a 1972 graduate of University of South Florida.
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Douglas W. Calder
Since 2015, Mr. Calder has served as president and a director of Vycellix, Inc and its subsidiaries and affiliates. He has also served as a member of the board of directors for Zevra Therapeutics, Inc. (NASDAQ: ZVRA) since April 2023; member of the board of directors for NextGenNK since June 2019; member of the board of directors of BioFlorida since January 2019, and a member of the Society for Natural Immunity since July 2018. Mr. Calder has more than 30 years of life science executive experience, having served in various senior executive roles for Florida-based biotechnology companies and research institutes including Viragen, Accentia Biopharmaceuticals, Biovest International and the Vaccine & Gene Therapy Institute of Florida, as well as having formerly served as a registered financial portfolio manager with a focus on life science equities with the New York Stock Exchange member firms, Gruntal & Co. and Dean Witter Reynolds. Mr. Calder received a BA from Florida State University.
Mark A. Collins, PhD
Dr. Collins has dedicated his 40-year career to leveraging computers in drug discovery, blending biology, AI, and software. He has played key roles in biotech startups, large Pharma, and tech companies, leading several to successful exits. Dr. Collins is currently the Chief Scientific Officer at UndauntedBio Inc., where he has served since 2022, a company that takes a unique AI-driven clinically informed, network-medicine approach to repurposing existing drugs for acute and chronic neuropathic pain conditions. Prior that time, Dr. Collins was the VP Translational Services at Icometrix, where he led the strategy to drive the adoption of AI assisted MRI and digital health tools to help Pharma improve the translational success of CNS therapies for a range of neurodegenerative diseases, such as Multiple Sclerosis, Alzheimer’s, and Parkinson’s. Prior to Icometrix, from 2017 to 2021, Dr. Collins was at Helomics, Corp., most recently as its Chief Technology Officer, where he drove the commercial realization and go-to-market of AI-driven predictive models of tumor drug response and clinical outcome into the research and clinical decision support markets. Dr. Collins is also the founder and principal consultant of Purplebio Consulting, LLC, a life science consultancy, offering scientific, market, product strategy consulting as well as tactical execution. Dr. Collins holds a doctorate of Philosophy in Microbiology from the University of Guildford and a Bachelor of Science in Applied Sciences from University of Wolverhampton.
Family Relationships
There are no family relationships, as defined in subparagraph (d) of Item 401 of Regulation S-K among any of our executive officers or directors.
Involvement in Certain Legal Proceedings
There are no material proceedings to which ay director or executive officer or any associate of any such director or officer is a party adverse to our Company or has a material interest adverse to our Company.
The Board and Board Committees
The Board. The Board met fifteen times for meetings during fiscal 2024, and also acts by written consent. Such meetings were regularly scheduled meetings and other special Board meetings and telephonic calls were held as needed. During fiscal year 2024, each incumbent director attended 75% or more of the Board meetings for the periods during which each such director served. Directors are not required to attend annual meetings of our stockholders.
Audit Committee and Audit Committee Financial Experts
The Audit Committee has been structured to comply with the requirements of Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of NASDAQ, and each member and former member of the Audit Committee complied with such requirements and standards. The members of the Audit Committee are James McNulty (Chaiman), Douglas Calder and Mark Collins.
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The Audit Committee oversees and reports to our Board on various auditing and accounting-related matters, including, among other things, the maintenance of the integrity of our financial statements, reporting process, and internal controls; the selection, evaluation, compensation, and retention of our independent registered public accounting firm; legal and regulatory compliance, including our disclosure controls and procedures; and oversight over our risk management policies and procedures. The Audit Committee appoints and sets compensation for the independent registered public accounting firm annually and reviews and evaluates such auditor. This external auditor reports directly to the Audit Committee. The Audit Committee establishes our hiring policies regarding current and former partners and employees of the external auditor. In addition, the Audit Committee pre-approves all audit and non-audit services undertaken by the external auditor and any outside consultants engaged in work related to the Company’s financial reporting. The Audit Committee has direct responsibility for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audits, review or attest services, including the resolution of disagreements between the external auditor and management. The Audit Committee meets at least once per fiscal quarter to fulfill its responsibilities under its charter and in connection with the review of the Company’s quarterly and annual financial statements.
The Board has determined that each member of the Audit Committee has the appropriate level of financial understanding and industry-specific knowledge to be able to perform the duties of the position, and they are financially literate and have the requisite financial sophistication as required by the applicable listing standards of NASDAQ. The Board has determined that James McNulty is an “audit committee financial experts” as defined by applicable SEC and Nasdaq rules.
The Audit Committee met six times during fiscal 2024, where the committee members attended 75% or more of the meetings during his or her period of service, and the Committee also acts by written consent. The Audit Committee operates under a charter that was adopted by our Board and is posted on our website at www.renovarogroup.com.
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are Maurice van Tilburg and Douglas Calder.
The Nominating and Corporate Governance Committee, as permitted by, and in accordance with, its charter, is responsible for matters related to the selection of directors for appointment and/or election to the Board. This includes establishing criteria for, identifying, and recommending potential candidates for nomination to serve on the Board, and establishing criteria to consider recommendations from the stockholders of the Company. The Nominating and Corporate Governance Committee considers and makes recommendations with respect to the independence of all directors.
The Nominating and Corporate Governance Committee is also responsible for maintaining compliance with applicable corporate governance requirements under the Exchange Act and the listing standards of NASDAQ. The Nominating and Corporate Governance Committee oversees the evaluation of the Board, including with respect to corporate governance, and develops and recommends to the Board corporate governance guidelines.
The Nominating and Corporate Governance Committee met one time during fiscal 2024, and the Committee also acted by written consent. The Nominating and Corporate Governance Committee operates under a charter that was adopted by our Board and is posted on our website at www.renovarogroup.com.
Compensation Committee
The members of the Compensation Committee are James McNulty and Douglas Calder.
The Compensation Committee, as permitted by, and in accordance with, its charter, is responsible for assisting the Board in fulfilling its responsibilities relating to matters of human resources and compensation, including equity compensation, and to establish a plan of continuity and development for our senior management. The Compensation Committee periodically assesses compensation of our executive officers in relation to companies of comparable size, industry, and complexity, taking the performance of the Company and other companies into consideration. All decisions with respect to the compensation of our principal executive officer are determined and approved solely by the Compensation Committee. All decisions with respect to other executive compensation, including incentive compensation and equity-based plans, are first approved by the Compensation Committee and then submitted, together with the Compensation Committee’s recommendation, to the members of the Board for final approval. In addition, the Compensation Committee will, as appropriate, review and approve public or regulatory disclosure relating to compensation, including the Compensation Disclosure and Analysis, and any metrics for performance measurements. The Compensation Committee has the authority to retain and compensate any outside adviser as it determines necessary to permit it to carry out its duties and engage such a consultant in connection with the Company’s compensation for the 2024 fiscal year.
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The Board has determined that each member of the Compensation Committee is a “nonemployee director” as that term is defined under Rule 16b-3 of the Exchange Act and an “outside director” as that term is defined in Treasury Regulation Section 1.162-27(e)(3). The Compensation Committee meets periodically and at least annually in connection with determining the compensation of management for each fiscal year.
The Compensation Committee did not meet during fiscal year 2023 but did act by written consent. The Compensation Committee operates under a charter that was adopted by our Board and is posted on our website at www.renovarogroup.com.
The Compensation Committee has considered the potential risks arising from the Company’s compensation for all employees and does not believe the risks from those compensation practices are reasonably likely to have a material adverse effect on the Company.
Executive Officers Who Are Not Directors
Simon Tarsh
On March 11, 2024, the Company appointed Simon Tarsh, age 63, as Interim Chief Financial Officer of the Company. Mr. Tarsh most recently served at Deloitte Consulting LLP (“Deloitte”), where he was last a Senior Managing Director in the Finance and Enterprise Performance Practice, and served global clients since 2007. He led a growing global practice focused around operational transformation, including supporting carve out transactions, joint ventures and hybrid structures, both in the US and in international locations, such as India, China, Eastern Europe and Latin America. He supported high growth companies with their finance operations as they globalized, and was able to advise them on their expansion, while balancing growth with appropriate controls. Mr. Tarsh received a Bachelor of Science undergraduate degree in Business and Administration from the University of Salford, Manchester, UK and an MBA from City University Business School, London, UK. He is a Fellow of the Chartered Institute of Management Accountants (1984), which is considered as a CPA equivalent. Mr. Tarsh’s deep financial experience over the length of his career offers valuable insights to our Company, particularly given the enhanced accounting rules and regulations affecting public companies. Since leaving Deloitte, Mr. Tarsh has been providing consulting services through his consulting company, Tarsh PB Advisors LLC (“Tarsh PB Advisors”). Mr. Tarsh is presently a member of the board of directors and chair of the audit committee of Onconetix, Inc. (NASDAQ: BWV).
François Binette
The Company appointed Francois Binette PhD, age 60, as Chief Operating Officer of the Company on November 1, 2022. Dr. Binette has over 25 years of product development expertise in advanced therapies and regenerative medicine. From 2016 to just prior to joining the Company, Dr. Binette was at Lineage Cell Therapeutics, Inc (NYSE:LCTX), a leading company in the field of pluripotent stem cell therapy development with a global footprint focused on ophthalmology, cancer vaccines, and spinal cord injuries, where he served as the Senior Vice President R&D, Global Head of Product Development and led the CNS franchise as well as general pipeline development, contributing to one of the largest non-cancer cell therapy corporate partnership deals with Genentech worth over $650 million in upfront and milestone payments. During his first industry appointment at Genzyme Tissue Repair in Cambridge, he helped pioneer Carticel™ for cartilage repair, the first FDA BLA-approved cell therapy product for human use. He then led R&D for Biosyntech, a startup biomaterials company in Montreal applying its proprietary platform for various tissue engineering and drug delivery applications. Dr. Binette then joined the DePuy Franchise of Johnson and Johnson (NYSE:JNJ), the second largest orthopedic business worldwide where he led several innovative regenerative medicine combination product development initiatives from discovery to approved clinical trials in US and Europe. Dr. Binette received his PhD from Laval University in Québec City, followed with post-doctoral training at the Sanford-Burnham institute, and Harvard Medical School.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership with the Securities and Exchange Commission. Based solely on our review of the copies of such forms received by us, we believe that during the fiscal year ended June 30, 2024, all filing requirements were timely satisfied, except (i) Avram Miller filed a late Form 3 on November 14, 2023 and a late Form 4 on November 14, 2023; (ii) a late Form 4 filed by Carol Brosgart on February 28, 2024; (iii) a late Form 4 filed by Francois Binette on February 16, 2024; (iv) a late Form 4 filed by Gregg Alton on February 2, 2024; (v) a late Form 4 filed by Henrik Grønfeldt-Sørensen on October 19, 2023; (vi) a late Form 4 filed by James Sapirstein on March 19, 2024; (vii) a late Form 4 filed by Jayne McNicol on May 30, 2024; (viii) Leni Boeren filed a late Form 3 on October 24, 2023 and a late Form 4 on October 25, 2023; (ix) a late Form 4 filed by Luisa Puche on February 16, 2024; (x) a late Form 4 filed by Mark Dybul, M.D. on February 16, 2024; (xi) Ole Abildgaard filed a late Form 3 on October 6, 2023 and a late Form 4 on February 20, 2024; (xii) a late Form 4 filed by René Sindlev on September 12, 2023; and (xvii) Ruud Hendriks filed a late Form 3 on October 24, 2023 and a late Form 4 on October 27, 2023.
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Code of Ethics
Our Board has adopted a Code of Ethics and Conduct (our “Code of Ethics”). Our Code of Ethics sets forth standards of conduct applicable to our employees, officers and directors to promote honest and ethical conduct, proper disclosure in our periodic filings, and compliance with applicable laws, rules and regulations. Our Code of Ethics is available to view at our website, www.renovarogroup.com by clicking on Investors/Media-Corporate Governance. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver.
Board Diversity Matrix (As of October 28, 2024)
| Total Number of Directors: | 5 | |||||||||||||||
| Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||
| Directors’ Gender: | — | 5 | — | — | ||||||||||||
| Number of Directors who identify in any of the categories below: | — | — | — | — | ||||||||||||
| African American or Black | — | — | — | — | ||||||||||||
| Alaskan Native | — | — | — | — | ||||||||||||
| Asian | — | — | — | — | ||||||||||||
| Hispanic or Latinx | — | — | — | — | ||||||||||||
| Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||||
| White | — | 5 | — | — | ||||||||||||
| Two or More Races or Ethnicities | — | — | — | — | ||||||||||||
| LGBTQ+ | — | |||||||||||||||
| Did Not Disclose Demographic Background | — | |||||||||||||||
Item 11. Executive Compensation
| Name and Principal Position | Year | Salary ($) | Bonus | Stock Awards ($) | Option Awards ($)(1) | Non-equity incentive plan compensation ($) | Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
| Mark Dybul, M.D. | 2024 | $ | 325,282 | $ | — | $ | — | $ | 1,434,044 | $ | — | $ | — | $ | 1,660,906 | |||||||||||||||||
| Chief Executive Officer (2) | 2023 | $ | 664,583 | $ | 100,000 | $ | — | $ | 640,850 | $ | — | $ | — | $ | 1,405,433 | |||||||||||||||||
| Francois Binette | 2024 | $ | 402,500 | $ | — | $ | — | $ | 27,790 | $ | — | $ | — | $ | 430,290 | |||||||||||||||||
| Chief Operating Officer &EVP-R&D | 2023 | $ | 389,375 | $ | 115,000 | $ | — | $ | 377,195 | $ | — | $ | — | $ | 881,570 | |||||||||||||||||
| Luisa Puche | 2024 | $ | 289,214 | $ | — | $ | — | $ | 38,978 | $ | — | $ | — | $ | 328,192 | |||||||||||||||||
| Chief Financial Officer (3) | 2023 | $ | 325,000 | $ | 185,000 | $ | — | $ | 130,000 | $ | — | $ | — | $ | 640,000 | |||||||||||||||||
| Simon Tarsh | 2024 | $ | 93,750 | $ | — | $ | — | $ | 24,330 | $ | — | $ | — | $ | 118,080 | |||||||||||||||||
| Chief Financial Officer (4) | 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
| (1) | The amounts shown do not reflect compensation actually received by the executive officer. Instead, the amounts shown are the total grant date valuations of stock option grants awarded during the year as determined pursuant to ASC Topic 718. The valuations are expensed for financial reporting purposes over the vesting period of the grant. |
| (2) | Effective October 14, 2024, Dr. Dybul resigned from the Company. |
| (3) | Effective March 21, 2024, Ms. Puche resigned from the Company. |
| (4) | Effective March 11, 2024, Mr. Tarsh was appointed as interim Chief Financial Officer. |
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Arrangements with Named Executive Officers
During the fiscal year ended June 30, 2024, we had agreements in place with Dr. Dybul, Mr. Binette, Ms. Puche and Mr. Tarsh. A description of each agreement is set forth below.
Mark R. Dybul, M.D. Since January 7, 2019, when Dr. Dybul became our principal executive officer by virtue of his appointment as Executive Vice-Chair of the Board, Dr. Dybul received compensation as Executive Vice Chair of the Board under his Amended and Restated Director’s Agreement, as amended on May 1, 2019 (the “Director Agreement”), which called for cash compensation of $430,000 per annum, and the grant of options to purchase 300,000 shares of common stock, which was granted on November 21, 2018. The Director Agreement did not provide for any payments or other benefits upon a change in control. Dr. Dybul was given a one-time grant of options to purchase 450,000 shares of common stock at a strike price of $8.00 per share on June 11, 2020.
On October 30, 2019, the Compensation Committee approved and presented to the Board an employment agreement whereby Dr. Dybul would serve as the Company’s Chief Executive Officer (the “Employment Agreement”) which was recommended by the Board for approval by our stockholders. On October 31, 2019, our stockholders approved the Employment Agreement via written consent. Effective July 1, 2021, Dr. Dybul and the Company entered into the Executive Employment Agreement in connection with his appointment to Chief Executive Officer. The Employment Agreement was subsequently amended on December 12, 2022, effective January 1, 2023. The following is a summary of the Employment Terms and other material terms of the Employment Agreement, as amended.
Term. Dr. Dybul would serve as Chief Executive Officer for a term of three (3) years with automatic yearly renewal terms thereafter unless terminated at least 90 days before the expiry of a term.
Duties. Dr. Dybul would perform duties consistent with the position of Chief Executive Officer, as directed by and reporting to the Board, where he would remain a director but without further compensation for Board service. Dr. Dybul would devote a substantial majority of his business time and attention to the performance of his duties with the Company, but he would be able to hold positions with charitable organizations approved by the Board and serve on boards of up to five non-competitive entities, with prior approval by the Board required for publicly traded companies.
Place of Employment and Expenses. Dr. Dybul would work out of the Company’s headquarters in Los Angeles, commuting as needed. Dr. Dybul would be reimbursed for reasonable expenses for accommodations in Los Angeles and a company car.
Cash Compensation. Dr. Dybul would be entitled to a base salary of Five Hundred Fifty Thousand Dollars ($550,000) per year. Dr. Dybul would be eligible for a bonus of up to $800,000 per year in the sole discretion of the Compensation Committee and in accordance with any short-term incentive plan adopted by the Company.
Benefits. Dr. Dybul would receive benefits provided to similarly situated employees of the Company and five (5) weeks’ vacation per year.
Termination. The Employment Agreement could be terminated by the Company for “Cause” or by Dr. Dybul without “Good Reason” (each as defined therein), in which case Dr. Dybul would only receive accrued compensation and benefits. In the event the Company terminates the Employment Agreement without Cause or Dr. Dybul terminates the Agreement with Good Reason, Dr. Dybul would receive his base salary for one (1) year and vesting of one (1) years’ worth of unvested options.
Change in Control. Upon a change in control, the option grant described below would immediately vest, and Dr. Dybul would have the right to terminate the Employment Agreement for Good Reason.
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Restrictive Covenants. Dr. Dybul would be subject to restrictive covenants set forth in that certain Confidential and Proprietary Information Agreement attached to the Employment Agreement, which are independent of the obligations set forth in the Employment Agreement. The restrictive covenants include non-compete, non-solicitation and non-disparagement obligations for one (1) year, provided that the Company would continue to pay his base salary for such one (1) year period.
Description of the Option Grant. Upon appointment to Chief Executive Officer, Dr. Dybul was awarded an option to purchase 3,000,000 shares of the Company’s common stock at an exercise price equivalent to the closing price per share quoted on the NASDAQ Stock Market on the trading day prior to the grant date. The option has a ten-year term, subject to continued employment, and 2,000,000 of the shares will vest ratably on July 1, 2022, July 1, 2023, and July 1, 2024. One-third of the remaining 1,000,000 shares are subject to vesting at the end of each of the three years beginning with the year ending June 30, 2023, based upon the achievement by the Company of certain benchmarks. 333,333 shares that required achievement of certain benchmarks to vest were forfeited as of June 30, 2022, and the remaining balance of 666,667 shares were forfeited as of June 30, 2023.
Francois Binette. Pursuant to his offer letter from the Company, dated February 22, 2022, Mr. Binette was hired as the Company’s Executive VP for Research & Development starting April 2022 with an annual base salary of $375,000, and is eligible for a discretionary cash bonus, with a target of 40% of his base salary. Mr. Binette also received a grant of options to purchase 65,000 shares of Common Stock, vesting on the first anniversary of the date of hire. On October 18, 2022, Mr. Binette was appointed as Chief Operating Officer of the Company, effective November 1, 2022, and pursuant to an amendment to his offer letter, received an increase in base salary to $420,000 and 40,000 options, vesting in equal increments over three years.
Luisa Puche. Pursuant to her offer letter from the Company, dated December 28, 2018 (the “Offer Letter”), Ms. Puche received an annual base salary of $200,000, and was eligible for a discretionary cash bonus, with a target of 40% of her base salary. Ms. Puche also received a grant of options to purchase 60,000 shares of Common Stock and 15,000 restricted stock units, each vesting in equal increments over three years. The Offer Letter provides for at will employment; provided however, that upon termination of Ms. Puche’s employment by the Company without cause, or for a termination of employment by Ms. Puche for good reason, she would receive six months’ salary and COBRA eligibility. Additionally, if the termination without cause or for good reason occurs within 12 months of a change in control, Ms. Puche would also be entitled to a pro-rata bonus and immediate vesting of any unvested options or restricted stock units. Ms. Puche had a base salary of $300,000 for the fiscal year 2022. Effective October 18, 2022, Ms. Puche received an increase in base salary to $350,000 following the completion of the 2022 fiscal year and 80,000 options, vesting in equal increments over three years. Effective March 21, 2024, Ms. Puche resigned from the Company.
Simon Tarsh. Effective March 11, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Tarsh PB Advisors with respect to Mr. Tarsh’s service as the Company’s Interim Chief Financial Officer. Pursuant to the Consulting Agreement, in exchange for Mr. Tarsh’s full-time service as the Company’s Interim Chief Financial Officer, the Company will pay Tarsh PB Advisors $25,000 per month. In addition, Tarsh PB Advisors may be entitled to an additional payment in the amount of up to 30% of the consideration paid under the Consulting Agreement upon the achievement of certain milestones prior to the termination of the Consulting Agreement. In addition, Mr. Tarsh will receive 10,000 stock options that will vest upon the termination date if the Company hires a new CFO prior to such date. The Consulting Agreement has a term of six months from the date of the Agreement and may be renewed for successive one month terms. The Consulting Agreement may be terminated by any party upon thirty days advance written notice.
Outstanding Equity Awards as of June 30, 2024
The following table provides information concerning outstanding equity awards held by our named executive officers as of June 30, 2024.
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| Option Awards | Stock Awards | |||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Shares of Stock That Have Not Vested (#) | Market Value of Shares or Shares of Stock That Have Not Vested ($) | ||||||||||||||||
| Mark R. Dybul, M.D. Chief Executive Officer | 7,563 | — | $ | 1.92 | 02/27/2028 | — | — | |||||||||||||||
| 5,226 | — | $ | 1.92 | 09/18/2028 | — | — | ||||||||||||||||
| 300,000 | — | $ | 1.92 | 11/21/2028 | — | — | ||||||||||||||||
| 450,000 | — | $ | 1.92 | 06/11/2030 | — | — | ||||||||||||||||
| 1,333,334 | 666,666 | $ | 1.92 | 07/19/2031 | — | — | ||||||||||||||||
| 116,667 | 233,333 | $ | 1.92 | 08/25/2032 | — | — | ||||||||||||||||
| Francois Binette, Chief Operating Officer | 65,000 | — | $ | 1.92 | 2/22/2032 | — | — | |||||||||||||||
| 65,000 | — | $ | 1.92 | 07/22/2032 | — | — | ||||||||||||||||
| 13,333 | 26,667 | $ | 1.92 | 10/18/2032 | — | — | ||||||||||||||||
| Luisa Puche Chief Financial Officer (1) | 60,000 | — | $ | 1.92 | 06/06/2029 | — | — | |||||||||||||||
| 60,000 | — | $ | 1.92 | 10/26/2031 | — | — | ||||||||||||||||
| 75,000 | — | $ | 1.92 | 07/22/2032 | — | — | ||||||||||||||||
| 80,000 | — | $ | 1.92 | 10/18/2032 | — | — | ||||||||||||||||
| Simon Tarsh Chief Financial Officer (2) | 10,000 | — | $ | 2.98 | 03/11/2034 | — | — | |||||||||||||||
| (1) | Effective March 21, 2024, Ms. Puche resigned from the Company. | |
| (2) | Effective March 11, 2024, Mr. Tarsh was appointed as interim Chief Financial Officer. | |
Board Compensation
The table below sets forth the compensation earned by directors, all of whom are non-employees for services during the fiscal year ended June 30, 2024:
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | All Other Compensation ($) | Total ($) | |||||||||||||||
| René Sindlev (2) | $ | 18,571 | $ | — | $ | 138,008 | $ | — | $ | 156,579 | ||||||||||
| James Sapirstein (2) | 14,392 | — | 124,378 | — | 138,770 | |||||||||||||||
| Carol Brosgart (2) | 12,814 | — | 116,924 | — | 129,738 | |||||||||||||||
| Gregg Alton (2) | 14,392 | — | 123,846 | — | 138,238 | |||||||||||||||
| Henrik Grønfeldt-Sørensen (2) | 36,923 | — | 60,744 | — | 97,667 | |||||||||||||||
| Jayne McNicol (2) | 13,928 | — | 126,026 | — | 139,954 | |||||||||||||||
| Avram Miller (2)(4) | 20,571 | — | 85,462 | 2,760,000 | 2,866,033 | |||||||||||||||
| Ruud Hendriks (2) | 20,571 | — | 85,187 | — | 105,758 | |||||||||||||||
| Leni Boeren (3) | 45,000 | — | 60,758 | — | 105,758 | |||||||||||||||
| Total | $ | 197,162 | $ | — | $ | 921,333 | $ | — | $ | 1,118,495 | ||||||||||
| (1) | The amounts shown are not intended to reflect the value actually received by the directors. Instead, the amounts shown are the total fair value of option awards granted in fiscal 2024 for financial statement reporting purposes, as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 or ASC Topic 718. These values are amortized as equity compensation expenses over the vesting period of the grants. |
| (2) | Effective between October 11 and October 15, 2024, these directors resigned from the Company |
| (3) | Effective June 27, 2024, this director resigned from the Company |
| (4) | In addition to Mr. Miller’s appointment to the Board, Mr. Miller entered into an advisory agreement with the Company, pursuant to which Mr. Miller will provide advice to the Board and the Company on various matters including strategic opportunities, capital allocation, business development, minority investments, licensing arrangements, among others. As compensation for these services, the Company issued Mr. Miller 1,000,000 shares of restricted stock, 166,667 of which will vest in 2024, 444,444 will vest in 2025, and 388,889 will vest in 2026, subject to Mr. Miller’s continued service through each applicable vesting date. Subsequent to June 30, 2024, Mr. Miller agreed to forfeit the 833,333 unvested shares of restricted stock as consideration for a grant of 978,261 stock options. |
Narrative to Director’s Compensation Table
Our director compensation program reflects competitive practices for a NASDAQ listed company. The resulting compensation package for our directors and for committee service (for non-employee members) as of the date hereof is set forth in the table below. In addition, our directors are awarded annual options to purchase common stock valued at $75,000.
| Compensation Element | Value | |||
| Retainer-Board Chair | $ | 100,000 | ||
| Retainer-Board Members | $ | 60,000 | ||
| Audit Committee Chair Fee | $ | 15,000 | ||
| Compensation Committee Chair Fee | $ | 10,000 | ||
| Nominating Committee Chair Fee | $ | 10,000 | ||
| Audit Committee Member Fee | $ | 7,500 | ||
| Compensation Committee Member Fee | $ | 5,000 | ||
| Nominating Committee Member Fee | $ | 4,000 | ||
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following sets forth information regarding the beneficial ownership of our common stock as of October 17, 2024 by:
| ● | each person to be known by us to be the beneficial owner of more than 5% of our common stock; |
| ● | each of our named executive officers; |
| ● | each of our directors; and |
| ● | all of our current executive officers and directors as a group. |
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Beneficial ownership of the Common Stock is determined in accordance with the rules of the SEC and includes any shares of Common Stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of Common Stock held by them. Applicable percentage ownership in the following table is based on 159,066,874 shares of Common Stock outstanding as of October 25, 2024, excluding 3,094,876 shares of Common Stock issuable only upon the exercise of warrants by other warrant holders plus any securities that the individuals included in this table have the right to acquire within 60 days of October 25, 2024.
To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. Unless indicated otherwise, the address for the beneficial holders is c/o Renovaro Inc. 2080 Century Park E, Suite 906, Los Angeles, CA, U.S.A.
| Renovaro Inc. | ||||||||
| Name of Beneficial Owner | Number of Common Shares | % Common Shares Ownership | ||||||
| Directors/Officers: | ||||||||
| David Weinstein(1) | 250,000 | 0.00 | % | |||||
| Simon Tarsh | — | 0.00 | % | |||||
| Maurice van Tilburg | — | 0.00 | % | |||||
| James A. McNulty | — | 0.00 | % | |||||
| Douglas W. Calder | — | 0.00 | % | |||||
| Mark A. Collins, PhD | — | 0.00 | % | |||||
| Directors/Officers Total (6 persons): | — | 0.00 | % | |||||
| 5% Shareholders who are not Directors or Officers: | ||||||||
| RS Bio ApS(2) | 15,136,661 | 9.52 | % | |||||
| William Anderson Wittekind(3) | 18,906,376 | 11.89 | % | |||||
| Sepa Beheer BV | 10,965,533 | 6.89 | % | |||||
| Yalla Yalla Ltd. | 25,372,969 | 14.69 | % | |||||
| Paseco ApS (4) | 13,329,516 | 8.38 | % | |||||
| (1) | Excludes 1,600,000 options which are not exercisable within 60 days of October 25, 2024. |
| (2) | Includes 13,602,297 shares of Common Stock, 1,260,925 exercisable warrants owned of record by RS Bio ApS, a Danish entity, and options to purchase 273,439 shares of Common Stock exercisable within 60 days of October 25, 2023, owned of record by Mr. Sindlev. Mr. Sindlev, the former Chairman of the Board, holds the sole voting and disposition power of the shares owned by RS Bio ApS. |
| (3) | Represents shares of Renovaro common stock beneficially owned as of June 21, 2024, based on a Schedule 13D/A filed on June 24, 2024, by William Anderson Wittekind. In such filing, Mr. Wittekind. lists his address as 8581 Santa Monica Blvd. #317, West Hollywood, CA 90069, and indicates that he has sole voting power and sold dispositive power with respect to 6,379,824 shares of our common stock and shared voting power and shared dispositive power with respect to 12,526,552 shares of our common stock. |
| (4) | Includes 12,618,683 shares of Common Stock and 710,833 exercisable warrants. |
Equity Incentive Plan Information
The following table provides information, as of June 30, 2024, regarding the number of shares of Company common stock that may be issued pursuant to our 2019 Equity Incentive Plan and 2023 Equity Incentive Plan.
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| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | |||||||||
| Equity compensation plans approved by security holders: | 5,527,852 | $ | 2.11 | 5,515,874 | (1) | |||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||
| Total | 5,527,852 | $ | 2.11 | 5,515,874 | (1) | |||||||
| (1) | On February 6, 2014, the Board adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the Plan. On October 30, 2019, the Board approved and on October 31, 2019, the Company’s stockholders adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which became effective on December 12, 2019 (the “2019 Effective Date”) and replaced the 2014 Plan. The 2019 Plan included a reserve of (1) 6,000,000 new shares, (2) the number of shares available under the 2014 Plan for the grant of awards as of the Effective Date, and (3) shares underlying outstanding awards granted under the 2014 Plan that, after the Effective Date, expire or are terminated, surrendered, or forfeited for any reason without the issuance of shares. The remaining shares available for grant related to the 2014 Plan was 655,769. As of the 2019 Effective Date, this amount, along with the new 6,000,000 shares, totaled 6,655,769 shares available for grant immediately after the 2019 Effective Date. On May 10, 2023 the Board adopted and on July 21, 2023 (the “2023 Effective Date) the Company’s stockholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan included a reserve of (1) 4,000,000 new shares, (2) the number of shares available under the 2019 Plan for the grant of awards as of the Effective Date. The remaining shares available for grant related to the 2019 Plan was 2,554,988. As of the 2019 Effective Date, this amount, along with the new 4,000,000 shares, totaled 6,554,988 shares available for grant immediately after the 2023 Effective Date. |
Item 13. Certain Relationships and Related Transactions and Director Independence
Transactions with Related Persons
Advisory Agreement with Avram Miller
On October 10, 2023, Avram Miller, a director, entered into an advisory agreement with the Company (the “Advisory Agreement”), pursuant to which Mr. Miller will provide advice to the Board and the Company on various matters including strategic opportunities, capital allocation, business development, minority investments, licensing arrangements, among others. As compensation for these services, on October 23, 2023, the Company issued Mr. Miller 1,000,000 shares of restricted stock, 166,667 of which will vest in 2024, 444,444 will vest in 2025, and 388,889 will vest in 2026, subject to Mr. Miller’s continued service through each applicable vesting date. On August 23, 2024, Mr. Miller agreed to forfeit the 833,333 unvested shares of restricted stock as consideration for a grant of 978,261 stock options.
Debt Agreements
On February 5, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $105,263. The Company received $100,000 in gross proceeds after taking into account the 5% original issue discount. The Note bears an interest rate of 12% per annum and matured on March 1, 2024 . The obligations under this Note are secured by the Amended and Restated Security Agreement. The Company is required to pay interest on the maturity date. For the year ended June 30, 2024, discount amortization of $5,263 was charged to interest expense. As of June 30, 2024, the Company accrued $6,316 of interest expense that is included in accrued expenses on the balance sheet. The Note balance, net of discount at June 30, 2024 is $105,263
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On January 2, 2024, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Secured Promissory Note for the principal amount of $526,315 (the “January 2024 Note”). The Company received a total of $500,000 in gross proceeds after taking into account the 5% original issue discount. The January 2024 Note bears an interest rate of 12% per annum and shall mature on March 1, 2024 (the “Maturity Date”) is past due. The Company is required to pay interest on the maturity date. For the year ended June 30, 2024, discount amortization of $26,315 was charged to interest expense. As of June 30, 2024, the Company accrued $31,579 of interest expense that is included in accrued expenses on the balance sheet. The January 2024 Note balance, net of discount at June 30, 2024 is $526,315. In connection with the entry into the January 2024 Note, the Company and Paseco ApS agreed to amend and restate the Security Agreement to add the Company’s obligations under the November 2023 Note and the January 2024 Note to the Secured Obligations (as defined in the Amended and Restated Security Agreement).
On November 3, 2023, the Company entered into an agreement with RS Bio to issue a 5% Original Issue Discount Promissory Note for the principal amount of $1,000,000 (the “November 2023 Note”). The Company received a total of $950,000 in gross proceeds after taking into account the 5% original issue discount. The discount of $50,000 will be accreted over the life of the Note. The Note bears an interest rate of 12% per annum and shall mature on January 1, 2024 (the “Maturity Date”) is past due. The Company is required to pay interest on the maturity date.
Private Placements
On August 1, 2023, RS Bio, purchased in a Private Placement 70,126 of the Company’s Units at a price per Unit equal to $7.13 for aggregate proceeds to the Company of $500,000. The Board of Directors (excluding Mr. Sindlev) approved the participation of certain officers and directors of the Company in the Private Placement on identical terms as the other investors of the Private Placement.
On August 1, 2023, Paseco ApS, in connection with the Private Placement, converted $2,000,000 of its Promissory Note into 280,505 of the Company’s Units at a price per Unit equal to $7.13. In addition, Paseco ApS purchased in the Private Placement 63,114 of the Company’s Units at a price per Unit equal to $7.13 for aggregate proceeds to the Company of $450,000. As a result of participation in the Private Placement, Paseco ApS was deemed to be an affiliate of the Company.
Consulting Agreement with Paseco ApS
The Company currently has a consulting agreement with Paseco ApS for business advisory services since December of 2019. For the years ended June 30, 2023 and 2024 the Company issued zero and 1,000,000 restricted common shares, respectively, as payment for services rendered thereunder.
Compensation of Named Executive Officers and Directors
For information regarding compensation of named executive officers and directors, please see “Item 11. Executive Compensation.”
Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.
Director Independence
The NASDAQ listing standards provide that an independent director is one who the Board affirmatively determines is free of any relationship that would interfere with that individual’s exercise of independent judgment. The Board has determined that Mr. van Tillberg, Mr.McNulty, Mr. Calder and Dr. Collins are each independent as defined in the listing standards of NASDAQ. In making such determinations, the Board has concluded that none of these directors has an employment, business, family, or other relationship, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
12
Item 14. Principal Accounting Fees and Services
The following information sets forth fees billed to us by Sadler, Gibb & Associates, LLC (“Sadler”) for the years ended June 30, 2024, and June 30, 2023, for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements (“Audit Fees”), (ii) services that were reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees (“Audit-Related Fees”), (iii) services rendered in connection with tax compliance, tax advice and tax planning (“Tax Fees”), and (iv) services rendered by Sadler other than the foregoing (“Other Fees”).
Audit Fees
For the fiscal year ended June 30, 2024, Sadler billed an aggregate of $271,837 in Audit Fees. For the fiscal year ended June 30, 2023, Sadler billed an aggregate of $170,000 in Audit Fees.
Audit-Related Fees
For the fiscal year ended June 30, 2024, Sadler billed an aggregate of $28,000 in Audit-Related Fees. For the fiscal year ended June 30, 2023, Sadler billed an aggregate of $1,500 in Audit-Related Fees.
Tax and Other Fees
None.
Audit Committee’s Pre-Approval Process
The Audit Committee, which has been in place since March 28, 2018, pre-approves all audit and permissible non-audit services on a case-by-case basis. In its review of non-audit services, the Audit Committee considers whether the engagement could compromise the independence of our independent registered public accounting firm, and whether it is in our best interests to engage our independent registered public accounting firm to perform the services. The Audit Committee does not delegate its responsibilities to pre-approve services performed by our independent registered public accounting firm to management. The Audit Committee may delegate, and has delegated, pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
During the year ended June 30, 2024, all services performed by Sadler were pre-approved by the Audit Committee.
13
Item 15. Exhibits and Financial Statement Schedules
14
15
| 97.1* | Clawback Policy | |
| 101.INS | XBRL Instance Document* | |
| 101.SCH | XBRL Taxonomy Extension Schema* | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase* | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase* | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase* | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase* | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * |
| * | Filed herewith. | |
| ** | Furnished herewith. |
| * | Provided herewith. | |
| ** | Furnished herewith. |
ITEM 16. FORM 10-K SUMMARY
Not Applicable.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 28, 2024 | RENOVARO INC. | |
| By: | /s/ David Weinstein | |
| David Weinstein | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Simon Tarsh | |
| Simon Tarsh | ||
| Interim Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
17
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Weinstein, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Renovaro Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| Date: October 28, 2024 | ||
| By: | /s/ David Weinstein | |
| David Weinstein | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Simon Tarsh, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Renovaro Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| Date: October 28, 2024 | |
| /s/ Simon Tarsh | |
| Simon Tarsh | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 97.1
Renovaro
BioSciences Inc. NASDAQ RULE 5608
EXECUTIVE OFFICER COMPENSATION CLAWBACK Policy
Effective November 30, 2023
1. Policy Purpose. The purpose of this Renovaro BioSciences Inc. Nasdaq Rule 5608 Executive Officer Compensation Clawback Policy (this “Policy”) is to enable Renovaro BioSciences Inc. and its subsidiaries and affiliates (the “Company”) to recover Erroneously Awarded Compensation in the event that the Company is required to prepare an Accounting Restatement. This Policy is intended to comply with the requirements set forth in Listing Rule 5608 of The Nasdaq Stock Market LLC and will be construed and interpreted in accordance with such intent. Unless otherwise defined in this Policy, capitalized terms will have the meaning ascribed to such terms in Section 7.
2. Policy Administration. This Policy will be administered by the Compensation Committee of the Board (the “Committee”) unless the Board determines to administer this Policy itself. The Committee has full and final authority to make all determinations under this Policy, in each case to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code. All determinations and decisions made by the Committee pursuant to the provisions of this Policy will be final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders and the Executive Officers. Any action or inaction by the Committee with respect to an Executive Officer under this Policy in no way limits the Committee’s actions or decisions not to act with respect to any other Executive Officer under this Policy or under any similar policy, agreement or arrangement, nor will any such action or inaction serve as a waiver of any rights the Company may have against any Executive Officer other than as set forth in this Policy.
3. Policy Application. This Policy applies to all Incentive-Based Compensation received by a person (a) after beginning service as an Executive Officer, (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation, (c) while the Company had a class of securities listed on a national securities exchange or a national securities association and (d) during the three completed fiscal years immediately preceding the Accounting Restatement Date. In addition to such last three completed fiscal years, the immediately preceding clause (d) includes any transition period that results from a change in the Company’s fiscal year within or immediately following such three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to twelve months will be deemed a completed fiscal year. For purposes of this Section 3, Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition will be considered received when the relevant Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition.
4. Policy Recovery Requirement. In the event of an Accounting Restatement, the Company must recover, reasonably promptly, Erroneously Awarded Compensation, in amounts determined pursuant to this Policy. The Company’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the Company files restated financial statements. Recovery under this Policy with respect to an Executive Officer will not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement. In the event of an Accounting Restatement, the Company will satisfy the Company’s obligations under this Policy to recover any amount owed from any applicable Executive Officer by exercising its sole and absolute discretion in how to accomplish such recovery, to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code. The Company’s recovery obligation pursuant to this Section 4 will not apply to the extent that the Committee, or in the absence of the Committee, a majority of the independent directors serving on the Board, determines that such recovery would be impracticable and:
a. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempts to recover and provide that documentation to the Stock Exchange;
b. Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and must provide such opinion to the Stock Exchange; or
c. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of Section 401(a)(13) or 411(a) of the Code.
5. Policy Prohibition on Indemnification and Insurance Reimbursement. The Company is prohibited from indemnifying any current or former Executive Officer against the loss of Erroneously Awarded Compensation. Further, the Company is prohibited from paying or reimbursing an Executive Officer for purchasing insurance to cover any such loss.
6. Required Policy-Related Filings. The Company will file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required by U.S. Securities and Exchange Commission filings.
7. Definitions.
a. “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
b. “Accounting Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if the Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement and (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
c. “Board” means the board of directors of the Company.
d. “Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid regulation or other official guidance promulgated under such section and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.
e. “Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in such Accounting Restatement, and must be computed without regard to any taxes paid by the relevant Executive Officer. Notwithstanding the foregoing, for Incentive-Based Compensation based on stock price or total stockholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange.
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f. “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function or any other person who performs similar policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an “Executive Officer” if the executive officer performs such policy making functions for the Company.
g. “Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure, provided that a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to qualify as a “Financial Reporting Measure.” For purposes of this Policy, “Financial Reporting Measure” includes, but is not limited to, stock price and total stockholder return.
h. “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
i. “Stock Exchange” means the national stock exchange on which the Company’s common stock is listed.
8. Acknowledgement. Each Executive Officer will sign and return to the Company, within 30 calendar days following the later of (i) the effective date of this Policy first set forth above or (ii) the date the individual becomes an Executive Officer, the Acknowledgement Form attached as Exhibit A, pursuant to which the Executive Officer agrees to be bound by, and to comply with, the terms and conditions of this Policy.
9. Severability. The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and will automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
10. Amendment and Termination. The Board may amend this Policy from time to time in its sole and absolute discretion and will amend this Policy as it deems necessary to reflect the Listing Rule, to comply with (or maintain an exemption from the application of) Section 409A of the Code. The Board may terminate this Policy at any time.
11. Other Recovery Obligations and General Rights. To the extent that the application of this Policy would provide for recovery of Incentive-Based Compensation that the Company recovers pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations, the amount the relevant Executive Officer has already reimbursed the Company will be credited to the required recovery under this Policy. This Policy will not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and under applicable law, in each case to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code. Nothing contained in this Policy will limit the Company’s ability to seek recoupment, in appropriate circumstances (including circumstances beyond the scope of this Policy) and as permitted by other applicable law, of any amounts from any individual, in each case to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.
12. Successors. This Policy is binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
13. Governing Law and Venue. This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction.
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EXHIBIT A
Renovaro
BioSciences Inc. NASDAQ RULE 5608
EXECUTIVE OFFICER Compensation CLAWBACK Policy
Acknowledgement Form
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Renovaro BioSciences Inc. Nasdaq Rule 5608 Executive Officer Compensation Clawback Policy (the “Policy”).
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with Renovaro BioSciences Inc. and, as applicable, its subsidiaries and affiliates (the “Company”). Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.
| EXECUTIVE OFFICER | |
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Nasdaq Rule 5608 Executive Officer Compensation Clawback Policy - Acknowledgement Form