true EXPLANATORY NOTE This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K filed by Renovaro Inc. with the Securities and Exchange Commission (the “SEC”) on October 16, 2024 (the “Original 8-K”). The Original 8-K reported the appointment of certain directors of Renovaro Inc. (the “Company”). Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed solely to provide information called for in Item 5.02(d)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-Ks. This Form 8-K/A is being filed to supplement the information contained in the Original 8-K regarding the director committee appointments of: (i) Maurice van Tilburg; (ii) James A. McNulty; (iii) Douglas W. Calder; (iv) and Mark A. Collins, PhD. 0001527728 0001527728 2024-10-11 2024-10-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 11, 2024

 

RENOVARO INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38751   45-2559340
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

2080 Century Park East, Suite 906

Los Angeles, CA 90067
 (Address of principal executive offices)

 

+1 (305) 918-1980 

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K filed by Renovaro Inc. with the Securities and Exchange Commission (the “SEC”) on October 16, 2024 (the “Original 8-K”). The Original 8-K reported the appointment of certain directors of Renovaro Inc. (the “Company”). Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed solely to provide information called for in Item 5.02(d)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-Ks. This Form 8-K/A is being filed to supplement the information contained in the Original 8-K regarding the director committee appointments of: (i) Maurice van Tilburg; (ii) James A. McNulty; (iii) Douglas W. Calder; (iv) and Mark A. Collins, PhD.

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Committee Appointment of Directors

 

On October 23, 2024, the Board appointed (i) Maurice van Tilburg as a member of the Company’s Nominating and Governance Committee and Special Litigation Committee effective immediately, (ii) James McNulty as a member and Chair of the Company’s Audit Committee, as well as a member of the Company’s Special Litigation Committee and Compensation Committee effective immediately, (iii) Douglas Calder as a member of the Company’s Audit Committee, Nominating and Governance Committee and Compensation Committee effective immediately, and (iv) Dr. Mark Collins as a member of the Company’s Audit Committee and Special Litigation Committee effective immediately.

 

Each of the directors will enter into standard indemnification agreements with the Company in the same form that the Company has entered into with its other directors.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RENOVARO INC.
   
  By: /s/ Simon Tarsh
    Name: Simon Tarsh
Title: Interim Chief Financial Officer

 

Date: October 29, 2024

 

 

 

v3.24.3
Cover
Oct. 11, 2024
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description EXPLANATORY NOTE This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K filed by Renovaro Inc. with the Securities and Exchange Commission (the “SEC”) on October 16, 2024 (the “Original 8-K”). The Original 8-K reported the appointment of certain directors of Renovaro Inc. (the “Company”). Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed solely to provide information called for in Item 5.02(d)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-Ks. This Form 8-K/A is being filed to supplement the information contained in the Original 8-K regarding the director committee appointments of: (i) Maurice van Tilburg; (ii) James A. McNulty; (iii) Douglas W. Calder; (iv) and Mark A. Collins, PhD.
Document Period End Date Oct. 11, 2024
Entity File Number 001-38751
Entity Registrant Name RENOVARO INC.
Entity Central Index Key 0001527728
Entity Tax Identification Number 45-2559340
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 2080 Century Park East
Entity Address, Address Line Two Suite 906
Entity Address, City or Town Los Angeles
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90067
City Area Code (305)
Local Phone Number 918-1980
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol RENB
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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