SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Renovaro
Biosciences Inc. |
|
(Name of Issuer) |
| |
| Common Stock, par value $0.0001 per share |
|
(Title of Class of Securities) |
|
Rene Sindlev
Stumpedyssevej 17
2970 Hørsholm
Denmark
Tel: +45 3133 4811 |
|
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications) |
| April 21, 2017 |
| (Date of Event which Requires Filing of this Statement) |
| |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(Continued on following pages)
| 1 |
NAME OF REPORTING PERSON
RS Group ApS |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
7,670,869(1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
7,670,869 (1) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,670,869 (1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) The total number of shares represents 3,270,869
shares of common stock owned by RS Group ApS and 4,400,000 warrants to purchase shares of common stock owned by RS Group ApS which
are immediately exercisable. Mr. Sindlev is the Chief Executive Officer and sole owner of RS Group ApS, consequently, he may be
deemed the beneficial owner of the shares.
(2) The percentage reported in this Schedule
13D is based upon 12,433,290 shares of common stock outstanding according to the Current Report on Form 8-K filed by Renovaro Biosciences
Inc. (formerly known as DanDrit BioTech USA, Inc.) (the “Issuer”) on May 1, 2017, plus 5,400,000 shares of common
stock of the Issuer that are issuable upon exercise of warrants owned by the Reporting Persons.
| 1 |
NAME OF REPORTING PERSON
Rene Sindlev |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
9,170,869 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
9,170,869(1) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,170,869(1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
|
(1) The total number of shares represents (i)
3,270,869 shares of common stock and 4,400,000 warrants to purchase shares of common stock owned by RS Group ApS which are immediately
exercisable and (ii) 500,000 shares of the Issuer’s common stock and 1,000,000 warrants to purchase shares of common stock
owned by RS Arving ApS. Mr. Sindlev is the Chief Executive Officer and sole owner of RS Group ApS and the Chief Executive Officer
and majority shareholder of RS Arving ApS, consequently, he may be deemed the beneficial owner of the shares.
(2) The percentage reported in this Schedule
13D is based upon 12,433,290 shares of common stock outstanding according to the Current Report on Form 8-K filed by the Issuer
on May 1, 2017, plus 5,400,000 shares of common stock of the Issuer that are issuable upon exercise of warrants owned by the Reporting
Persons.
| 1 |
NAME OF REPORTING PERSON
RS Arving ApS |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,500,000(1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
1,500,000 (1) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 (1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) The total number of shares represents 500,000
shares of the Issuer’s common stock and 1,000,000 warrants to purchase shares of common stock owned by RS Arving ApS. Mr.
Sindlev is the Chief Executive Officer and majority shareholder of RS Arving ApS, consequently, he may be deemed the beneficial
owner of the shares.
(2) The percentage reported in this Schedule
13D is based upon 12,433,290 shares of common stock outstanding according to the Current Report on Form 8-K filed by the Issuer
on May 1, 2017, plus 5,400,000 shares of common stock of the Issuer that are issuable upon exercise of warrants owned by the Reporting
Persons.
AMENDMENT NO. 2 SCHEDULE
13D
This Amendment No. 2 to
Schedule 13D (this “Amendment”) is filed on behalf of RS Group ApS, Rene Sindlev and RS Arving ApS. Mr. Sindlev,
RS Group ApS and RS Arving ApS are collectively, the “Reporting Persons”. This Amendment modified the Amendment
No. 1 to Schedule 13D filed by RS Group ApS and Rene Sindlev on January 24, 2024 (the “Prior 13D”).
This Amendment is being
filed to report the purchase of additional securities of the Issuer by RS Group ApS and RS Arving ApS and to include RS Arving
ApS as a Reporting Person. On April 21, 2017, RS Group ApS purchased 2,200,000 shares of the Issuer’s common stock and 4,400,000
warrants to purchase shares of common stock and RS Arving ApS purchased 500,000 shares of the Issuer’s common stock and 1,000,000
warrants to purchase shares of common stock.
Capitalized terms used but
not otherwise defined in this Amendment have the meanings ascribed to such terms in the Prior 13D. Except as expressly amended
and supplemented by this Amendment, the Prior 13D is not amended or supplemented in any respect, and the disclosures set forth
in the Prior 13D, other than as amended herein are incorporated by reference herein.
Item 1. Security
and Issuer
This Schedule 13D relates
to the common stock, par value $0.0001 per share (the “Common Stock”) of the Renovaro Biosciences Inc. (previously
known as Enochian Biosciences Inc. and at the time of the reported transaction, DanDrit BioTech USA, Inc.), whose principal executive
offices are located at 2080 Century City East, Suite 906, Los Angeles, CA 90067.
Item
2. Identity and Background
Item 2(a), (b), (c) and
(f) are hereby amended and modified to include the following (which shall be in addition to the information previously included
in the Prior 13D):
RS Arving ApS, whose principal
address Stumpedyssevej 17, 2970 Horsholm and which is a Danish company.
Item 2(d) is hereby amended and restated,
in its entirety, as follows:
(d)
No Reporting Person has
during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To
the knowledge of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e) is hereby amended and restated,
in its entirety, as follows:
(e)
No Reporting Person, during
the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
4. Purpose of the Transaction
Item 4 is hereby amended
and modified to include the following (which shall be in addition to the information previously included in the Prior 13D):
This Amendment is being
filed to report the purchase of additional securities of the Issuer by RS Group ApS and RS Arving ApS and to include RS Arving
ApS as a Reporting Person. On April 21, 2017, RS Group ApS purchased 2,200,000 units (comprising of 2,200,000 shares of the Issuer’s
common stock and 4,400,000 warrants to purchase shares of common stock) and RS Arving ApS purchased 500,000 units (comprising of
500,000) shares of the Issuer’s common stock and 1,000,000 warrants to purchase shares of common stock in a private placement
offering conducted by the Issuer at a purchase price of $1.30 per unit.
Item 5. Interest
in Securities of the Issuer
Item 5 is hereby amended
and modified to include the following:
(a) and (b).
The responses
of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.
Mr. Sindlev has the sole power to direct the voting and/or disposition of the shares of Common Stock owned by RS Group ApS and
RS Arving ApS.
(c) Other
than as reported on the Prior 13D, the Reporting Persons have not effected any transactions in the Common Stock in the last 60
days.
Item 7. Material
to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 24, 2024
| |
/s/ Rene Sindlev |
| |
Rene Sindlev |
| |
|
|
| |
RS GROUP APS |
| |
|
|
| |
By: |
/s/ Rene Sindlev |
| |
Name: |
Rene Sindlev |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
RS ARVING APS |
| |
|
|
| |
By: |
/s/ Rene Sindlev |
| |
Name: |
Rene Sindlev |
| |
Title: |
Chief Executive Officer |
EXHIBIT
1
Joint
Filing Agreement
The
undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible
for the timely filing of such Schedule 13D, and for the completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such information is inaccurate.
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with each other on behalf of each of them of such Schedule 13D with respect to the Common Stock of the
Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 24, 2024.
| RENE
SINDLEV |
|
RS
GROUP APS |
| |
|
|
| By: |
/s/
Rene Sindlev |
|
By: |
/s/
Rene Sindlev |
| |
Rene Sindlev |
|
|
Name:
|
Rene
Sindlev |
| |
|
|
|
|
Title: |
Chief Executive
Officer |
| |
|
|
| |
RS
ARVING APS |
|
|
| |
|
|
| By: |
/s/
Rene Sindlev |
|
|
|
| |
Name: |
Rene Sindlev |
|
|
|
|
| |
Title: |
Chief Executive
Officer |
|
|
|
|
Grafico Azioni Enochian Biosciences (NASDAQ:ENOB)
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