Form 10-Q - Quarterly report [Sections 13 or 15(d)]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-38758

Renovaro Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-2559340
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

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)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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, or an emerging growth company. See 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 14, 2024, the number of shares of the registrant’s Common Stock outstanding was 143,668,372.

RENOVARO INC. AND SUBSIDIARIES

- INDEX -

		Page
PART I – FINANCIAL INFORMATION:		1

Item 1.	Financial Statements (Unaudited):	1

	Condensed Consolidated Balance Sheets as of December 31, 2023 (Unaudited) and June 30, 2023	2

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2023, and 2022 (Unaudited)	3

	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended December 31, 2023, and 2022 (Unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity for the Six Months Ended December 31, 2023, and 2022 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023, and 2022 (Unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	42

PART II – OTHER INFORMATION:		43

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults Upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	45

Item 6.	Exhibits	46

Signatures		47

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended December 31, 2023, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission on October 2, 2023.

RENOVARO INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	December 31,			June 30,
	2023			2023
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	243,980		$	1,874,480
Notes receivable		1,073,625			—
Prepaids and other assets		1,085,545			690,925
Total Current Assets		2,403,150			2,565,405

Property and equipment, net		496,896			508,989

OTHER ASSETS:
Definite life intangible assets, net		32,641			39,676
Indefinite life intangible assets		42,611,000			42,611,000
Goodwill		11,640,000			11,640,000
Deposits and other assets		21,742			21,741
Operating lease right-of-use assets		812,691			913,985
Total Other Assets		55,118,074			55,226,402

TOTAL ASSETS	$	58,018,120		$	58,300,796

LIABILITIES
CURRENT LIABILITIES:
Accounts payable – trade	$	5,577,917		$	5,296,823
Accrued expenses		783,601			723,173
Other current liabilities		669,384			184,733
Current portion of operating lease liabilities		218,085			193,422
Notes payable, net		3,940,000			4,624,947
Convertible notes payable		2,569,379			—
Total Current Liabilities		13,758,366			11,023,098

NON-CURRENT LIABILITIES:

Operating lease liabilities, net of current portion		664,218			775,587
Total Non-Current Liabilities		664,218			775,587
Total Liabilities		14,422,584			11,798,685

Commitments and Contingencies		—			—

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; Series A Convertible Preferred;1,000,000 shares designated; 561,010 shares issued and outstanding at December 31, 2023 and zero 0 shares issued and outstanding at June 30, 2023		56			—
Common Stock, par value $0.0001, 100,000,000 shares authorized, 67,224,089 shares issued and outstanding at December 31, 2023, and 63,698,144 shares issued and outstanding at June 30, 2023		6,724			6,371
Additional paid-in capital		301,349,389			290,554,875
Accumulated deficit		(257,733,402	)		(244,029,253	)
Accumulated other comprehensive loss		(27,231	)		(29,882	)
Total Stockholders’ Equity		43,595,536			46,502,111

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	58,018,120		$	58,300,796

See accompanying notes to the unaudited condensed consolidated financial statements.

RENOVARO INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
	2023			2022			2023			2022

Operating Expenses
General and administrative	$	3,616,392		$	4,013,063		$	11,906,602		$	8,569,903
Research and development		620,521			325,959			1,187,165			2,931,334
Depreciation and amortization		33,162			28,844			60,422			57,245
Total Operating Expenses		4,270,075			4,367,866			13,154,189			11,558,482

LOSS FROM OPERATIONS		(4,270,075	)		(4,367,866	)		(13,154,189	)		(11,558,482	)

Other Income (Expenses)

Loss on extinguishment of debt		—			—			(120,018	)		—
Loss on extinguishment of contingent consideration		—			—			—			(419,182	)
Interest expense		(274,984	)		(92,892	)		(454,255	)		(188,477	)
Interest and other income		15,938			3,010			24,313			8,633
Total Other Income (Expense)		(259,046	)		(89,882	)		(549,960	)		(599,026	)

NET LOSS	$	(4,529,121	)	$	(4,457,748	)	$	(13,704,149	)	$	(12,157,508	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.07	)	$	(0.08	)	$	(0.21	)	$	(0.22	)

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC AND DILUTED		65,852,497			55,509,239			65,166,625			55,304,356

See accompanying notes to the unaudited condensed consolidated financial statements.

RENOVARO INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
	2023			2022			2023			2022

Net Loss	$	(4,529,121	)	$	(4,457,748	)	$	(13,704,149	)	$	(12,157,508	)
Other Comprehensive Income (Loss)
Foreign currency translation, net of taxes		37,252			7,915			2,651			161

Comprehensive Loss	$	(4,491,869	)	$	(4,449,833	)	$	(13,701,498	)	$	(12,157,347	)

See accompanying notes to the unaudited condensed consolidated financial statements.

RENOVARO INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)


	# of Series A Preferred Shares		Series A Preferred Shares Amount		# of Shares		Common Shares		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total
July 1, 2023		—		—		63,698,144	$	6,371	$	290,554,875		$	(244,029,253	)	$	(29,882	)	$	46,502,111
Issuance of preferred stock and warrants in private placement		280,505		28		—		—		1,999,972			—			—			2,000,000
Issuance of preferred stock and warrants for conversion of $2 million Note		280,505		28		—		—		1,999,973			—			—			2,000,001
Restricted shares issued for services rendered		—		—		2,000,000		200		4,469,800			—			—			4,470,000
Stock-based compensation		—		—		—		—		983,829			—			—			983,829
Net loss		—		—		—		—		—			(9,175,028	)		—			(9,175,028	)
Foreign currency translation adjustment		—		—		—		—		—			—			(34,601	)		(34,601	)
September 30, 2023		561,010		56		65,698,144		6,571		300,008,449			(253,204,281	)		(64,483	)		46,746,312
Stock issued pursuant to warrants exercised		—		—		525,945		53		341,812			—			—			341,865
Restricted shares issued for advisory services		—		—		1,000,000		100		(100	)		—			—			—
Stock-based compensation		—		—		—		—		999,228			—			—			999,228
Net loss		—		—		—		—		—			(4,529,121	)		—			(4,529,121	)
Foreign currency translation adjustment		—		—		—		—		—			—			37,252			37,252

December 31, 2023		561,010	$	56		67,224,089	$	6,724	$	301,349,389		$	(257,733,402	)	$	(27,231	)	$	43,595,536

	# of Series A Preferred Shares		Series A Preferred Shares Amount		# of Shares		Common Shares		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income			Total
July 1, 2022		—		—		53,007,082	$	5,302	$	276,989,179	$	(204,345,197	)	$	(30,436	)	$	72,618,848
Stock issued pursuant to warrants exercised		—		—		1,250,000		125		1,624,875		—			—			1,625,000
Shares issued for earn-out		—		—		1,250,000		125		2,762,375								2,762,500
Stock-based compensation		—		—		—		—		1,026,008		—			—			1,026,008
Net loss		—		—		—		—		—		(7,699,760	)		—			(7,699,760	)
Foreign currency translation adjustment		—		—		—		—		—		—			(7,754	)		(7,754	)
September 30, 2022		—		—		55,507,082		5,552		282,402,437		(212,044,957	)		(38,190	)		70,324,842
Shares issued in lieu of interest on $1.2 million note payable extension		—		—		198,439		20		204,372		—			—			204,392
Stock-based compensation		—		—		—		—		819,955		—			—			819,955
Net loss		—		—		—		—		—		(4,457,748	)		—			(4,457,748	)
Foreign currency translation adjustment		—		—		—		—		—		—			7,915			7,915

December 31, 2022		—		—		55,705,521	$	5,572	$	283,426,764	$	(216,502,705	)	$	(30,275	)	$	66,899,356

See accompanying notes to the unaudited condensed consolidated financial statements.

RENOVARO INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


	For the Six Months Ended
	December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,704,149	)	$	(12,157,508	)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation and amortization		60,422			57,245
Loss on extinguishment of debt		120,018			—
Loss on extinguishment of contingent consideration liability		—			419,182
Stock based compensation expense		1,983,057			1,845,963
Restricted shares for services rendered		4,470,000			—
Amortization of discount on notes payable		364,415			149,242
Changes in assets and liabilities:
Other receivables		—			46
Prepaid expenses/deposits		516,296			425,233
Accounts payable		281,095			3,153,358
Accrued expenses		(29,571	)		(68,554	)
Other current liabilities		—			(18,520	)
Operating leases, net		14,587			(10,832	)
NET CASH USED IN OPERATING ACTIVITIES		(5,923,830	)		(6,205,145	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable		(1,073,625	)		—
Purchase of property and equipment		(41,584	)		(23,633	)
NET CASH USED IN INVESTING ACTIVITIES		(1,115,209	)		(23,633	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of promissory notes		2,540,000			—
Repayment of finance agreement		(422,183	)		(466,625	)
Proceeds from private placement		2,000,000			—
Proceeds from notes payable		950,000			—
Proceeds from exercise of warrants		341,865			1,625,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		5,409,682			1,158,375

Effect of exchange rates on cash		(1,143	)		17,157

NET CHANGE IN CASH		(1,630,500	)		(5,053,247	)

CASH, BEGINNING OF PERIOD		1,874,480			9,172,142

CASH, END OF PERIOD	$	243,980		$	4,118,896

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	5,256		$	30,332
Income Taxes	$	—		$	—

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Finance agreement entered into in exchange for prepaid assets	$	906,834		$	1,139,875
Shares in lieu of interest on $1.2 million notes payable extension	$	—		$	204,392
Common shares issued for contingent earn out liability	$	—		$	2,762,500
Conversion of note payable for issuance of preferred stock	$	2,000,001			—
Debt discount related to convertible promissory notes	$	105,263		$	—
Debt discount related to $3 million notes payable	$	90,000		$	—
Debt discount related to $1 million note payable	$	50,000		$	—

See accompanying notes to the unaudited condensed consolidated financial statements.

RENOVARO INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business – On February 13, 2024, the Company changed its corporate name from Renovaro Biosciences Inc. to Renovaro Inc. (“Renovaro”, and together with its subsidiaries, the “Company”, “we” or “us”). In August 2023, the Company changed its corporate name from Enochian Biosciences Inc. to Renovaro Biosciences Inc. The Company engages in the research and development of pharmaceutical and biological products for the treatment of cancer, HIV, and HBV with the intent to manufacture said products.

Going Concern – These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue, has incurred substantial recurring losses from continuing operations and has an accumulated deficit of $257,733,402, and a working deficit of $11,355,216 as of December 31, 2023. The continuation of the Company as a going concern is dependent upon (i) its ability to successfully obtain FDA approval of its product candidates, (ii) its ability to obtain any necessary debt and/or equity financing, and (iii) its ability to generate profits from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation – The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2023, and 2022 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2023, audited financial statements. The results of operations for the periods ended December 31, 2023, and 2022 are not necessarily indicative of the operating results for the full year.

Consolidation – For the three and six months ended December 31, 2023, and 2022, the condensed consolidated financial statements include the accounts and operations of the Registrant and its subsidiaries. All material inter-company transactions and accounts have been eliminated in the consolidation.

Accounting Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value and potential impairment of intangible assets, and the fair value of equity instruments issued.

Functional Currency & Foreign Currency Translation – The functional currency of Renovaro Denmark is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods ended December 31, 2023, and 2022. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents – The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in financial institutions in Denmark and in the United States in excess of federally insured amounts at December 31, 2023, and June 30, 2023, of $91,387 and $1,526,990, respectively.

Property and Equipment – Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized and depreciated upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets, which range from four to ten years (see Note 4.)

Intangible Assets – The Company has both definite and indefinite life intangible assets.

Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Definite life intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Definite life intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application.

Indefinite life intangible assets include license agreements and goodwill. The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment, as well as whenever events or changes in circumstances indicate the carrying value may not be recoverable.

Goodwill – Goodwill is not amortized but is evaluated for impairment annually as of June 30^th of each fiscal year or whenever events or changes in circumstances indicate the carrying value may not be recoverable.

Impairment of Goodwill and Indefinite Lived Intangible Assets – We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the carrying value of the reporting unit exceeds its fair value, we record an impairment loss for such excess. The annual fair value analysis performed on goodwill supported that goodwill was not impaired as of June 30, 2023, and no additional impairment is deemed necessary as of December 31, 2023 (see Note 5.)

For indefinite-lived intangible assets, such as licenses acquired as an IPR&D asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. For the year ended June 30, 2023, the carrying value of the licenses acquired as an IPR&D asset exceeded its fair value. Therefore, the Company recorded an impairment loss of $18,960,000 during the year ended June 30, 2023. No impairment was deemed necessary as of December 31, 2023 (see Note 5.)

The carrying value of IPR&D and goodwill at December 31, 2023, were $42,611,000 and $11,640,000, respectively.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets – Long-lived assets, such as property and equipment, definite and indefinite life intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use are their respective fair values.

Leases – In accordance with ASC Topic 842, the Company determined the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter. The lease terms include any renewal options and termination options that the Company is reasonably assured to exercise, if applicable. The present value of lease payments is determined by using the implicit interest rate in the lease, if that rate is readily determinable; otherwise, the Company develops an incremental borrowing rate based on the information available at the commencement date in determining the present value of the future payments.

Rent expense for operating leases is recognized on a straight-line basis, unless the operating lease right of use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations. For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the unaudited condensed consolidated statements of operations.

The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, insurance, and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred (see Note 6.)

Research and Development Expenses – The Company expenses research and development costs incurred in formulating, improving, validating, and creating alternative or modified processes related to and expanding the use of the Oncology, HIV and HBV therapies and technologies for use in the prevention, treatment, amelioration of and/or therapy for Oncology, HIV and HBV. Research and development expenses for the three and six months ended December 31, 2023, amounted to $620,521, and $1,187,165, respectively. Research and development expenses for the three and six months ended December 31, 2022, amounted to $325,959, and $2,931,334, respectively.

Income Taxes – The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Accounting for Income Taxes”, which requires an asset and liability approach for accounting for income taxes.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share – The Company calculates earnings/ (loss) per share in accordance with FASB ASC Topic 260, “Earnings Per Share”. Basic earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of Common Stock. Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised and shares issuable upon conversion of convertible preferred stock and convertible notes. Because of the net loss for the three and six months ended December 31, 2023, and 2022, the dilutive shares for both periods were excluded from the Diluted EPS calculation as the effect of these potential shares of Common Stock is anti-dilutive. The Company had 18,217,727 and 4,833,436 potential shares of Common Stock excluded from the Diluted EPS calculation as of December 31, 2023, and December 31, 2022, respectively.

Fair Value of Financial Instruments – The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. There were no Level 1, 2, or 3 assets, nor any Level 1, 2, or 3 liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, respectively. During the three and six months ended December 31, 2022, there was zero 0 and $419,182 loss on extinguishment of the contingent consideration liability.

Stock Options and Restricted Share Units – The Company has granted stock options, restricted share units (“RSUs”) and warrants. The Company accounts for stock-based awards in accordance with the provisions of FASB ASC Topic 718, “Compensation - Stock Compensation”.

Stock-Based Compensation – The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation”. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to consultants and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the required service period, which is generally the vesting period. Stock based compensation costs for the vesting of options and RSUs granted for the three and six months ended December 31, 2023 were $999,228 and $1,983,057, respectively. Stock based compensation costs for the vesting of options and RSUs granted for the three and six months ended December 31, 2022 were $819,955 and $1,845,963, respectively (See Note 8.)

Recently Adopted Accounting Pronouncements – Recent accounting pronouncements issued by the FASB do not or are not believed by management to have a material impact on the Company’s present or future financial statements.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — GOING CONCERN

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of $4,529,121 and $13,704,149 for the three and six months ended December 31, 2023, respectively. As of December 31, 2023, the Company had cash and cash equivalents of $243,980 and an accumulated deficit of $257,733,402 and a working capital deficit of $11,355,216. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Management has reduced overhead and administrative costs by streamlining the organization to focus around two of its therapies (oncology and a HIV therapeutic vaccine). The Company has tailored its workforce to focus on these therapies. In addition, the Company intends to attempt to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Funding that we may receive during the fiscal year 2024 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization of our products and conduct the clinical and regulatory work to develop our product candidates, and to begin building working capital reserves.

NOTE 3 — NOTES RECEIVABLE

On August 11, 2023, and August 18, 2023, the Company entered into two Promissory Notes (“Notes Receivable”) in the amounts of $550,000 and $500,000, respectively, to lend a total of $1.05 1,050,000 million to GEDi Cube Intl Ltd. (“Issuer”) to further develop the Issuer’s IP and technology. Pursuant to the Notes, the Issuer promised to pay the Company the outstanding principal and related accrued interest at a rate of 6% per annum on the maturity dates of February 11 and February 18, 2024. For the three and six months ended December 31, 2023, the Company accrued interest of $15,750 and $23,625, respectively. The balance of the Notes Receivable at December 31, 2023, was $1,073,625.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 — PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
	Useful Life		December 31, 2023			June 30, 2023
Lab Equipment and Instruments		4-7	$	617,882		$	576,298
Leasehold Improvements		10		224,629			224,629
Furniture, Fixtures and Equipment		4-7		172,861			172,861
Total				1,015,372			973,788
Less Accumulated Depreciation				(518,476	)		(464,799	)
Net Property and Equipment			$	496,896		$	508,989

Depreciation expense amounted to $27,198 and $53,677 for the three and six months ended December 31, 2023, respectively, and $27,338 and $54,253 for the three and six months ended December 31, 2022, respectively.

NOTE 5 — INTANGIBLE ASSETS

At December 31, 2023, and June 30, 2023, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes of $32,641 and $39,676, respectively. The patents are recorded at cost and amortized over twenty years from the date of application. Amortization expense for the three and six months ended December 31, 2023, was $5,964 and $6,745, respectively. Amortization expense for the three and six months ended December 31, 2022, was $1,507 and $2,993, respectively.

At December 31, 2023, and 2022, indefinite life intangible assets consisted of a license agreement classified as In-Process Research and Development (“IPR&D”) intangible assets, which are not amortizable until the intangible asset provides economic benefit, and goodwill.

At December 31, 2023, and June 30, 2023, definite and indefinite-life intangible assets consisted of the following:

Schedule of intangible assets
	Useful Life	June 30, 2023			Period Change			Effect of Currency Translation			December 31, 2023
Definite Life Intangible Assets
Patents	20 Years	$	290,936		$	—		$	3,488		$	294,424
Less Accumulated Amortization			(251,260	)		(6,745	)		(3,778	)		(261,783	)
Net Definite-Life Intangible Assets		$	39,676		$	(6,745	)	$	(290	)	$	32,641

Indefinite Life Intangible Assets
License Agreement		$	42,611,000			—			—		$	42,611,000
Goodwill			11,640,000			—			—			11,640,000
Total Indefinite Life Intangible Assets		$	54,251,000			—			—		$	54,251,000

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Expected future amortization expense is as follows:


Year ending June 30,
	2024	$	2,059
	2025		10,194
	2026		10,194
	2027		10,194
	Total	$	32,641

During February 2018, the Company acquired a License Agreement (as licensee) to an HIV therapy which consists of a perpetual, fully paid-up, royalty-free, sub-licensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. Because the HIV License Agreement is considered an IPR&D intangible asset it is classified as an indefinite life asset that is tested annually for impairment.

Impairment – Following the fourth quarter of each year, management performs its annual test of impairment of intangible assets by performing a quantitative assessment and determines if it is more likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset. The results of the quantitative assessment indicated that the carrying value of the license acquired as an IPR&D asset exceeded its fair value, due to the sublicensing of RENB-HV01, which required a different valuation approach and changes in other factors impacting the fair value of the asset as of June 30, 2023, which resulted in an impairment adjustment of $18,960,000. No impairment was deemed necessary as of December 31, 2023.

NOTE 6 — LEASES

Operating Leases — On November 13, 2017, Renovaro entered into a Lease Agreement for a term of five years and two months from November 1, 2017, with Plaza Medical Office Building, LLC, a California limited liability company, as landlord, (the “Landlord”) pursuant to which the Company agreed to lease from the Landlord approximately 2,325 rentable square feet. The base rent increased by 3% each year and ranged from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The lease was terminated early without penalties or additional costs as of September 30, 2022, that released an accrual of $70,800 related to leasehold improvements that was not utilized.

On June 19, 2018, Renovaro entered into a Lease Agreement for a term of ten years from September 1, 2018, with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, Renovaro entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the first year to $23,186 per month for the tenth year. The equalized monthly lease payment for the term of the lease is $20,050. Renovaro subleased the space as of June 25, 2022 through April 30, 2023. (See subsection below “Sublease Agreement” for details.)

The Company identified and assessed the following significant assumptions in recognizing the right-of-use asset and corresponding liabilities:

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Expected lease term — The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods when it is reasonably certain that the Company would exercise such options. The Company’s lease has a remaining lease term of 44 months. As of December 31, 2023, the weighted-average remaining term is 3.67 years.

Incremental borrowing rate — The Company’s lease agreements do not provide an implicit rate. As the Company does not have any external borrowings for comparable terms of its leases, the Company estimated the incremental borrowing rate based on the U.S. Treasury Yield Curve rate that corresponds to the length of each lease. This rate is an estimate of what the Company would have to pay if borrowing on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. As of December 31, 2023, the weighted-average discount rate is 4.03%.

Lease and non-lease components — In certain cases the Company is required to pay for certain additional charges for operating costs, including insurance, maintenance, taxes, and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. The Company determined that these costs are non-lease components, and they are not included in the calculation of the lease liabilities because they are variable. Payments for these variable, non-lease components are considered variable lease costs and are recognized in the period in which the costs are incurred.

Below are the lease commitments for the next 5 years:

	Schedule of lease commitments
Year Ending June 30^th		Lease Expense
	2024		123,602
	2025		253,384
	2026		260,985
	2027		268,815
	2028		45,021
	Sub-total		951,807
	Less imputed interest		(69,504	)
	Total	$	882,303

Sublease Agreement

On June 20, 2022, the Company entered into a sublease Agreement with One Health Labs (the “Subtenant”), whereby the Subtenant agreed to lease 3,554 square feet of space currently rented by the Company in Century City Medical Plaza as of June 25, 2022, for a period of 3.5 years with an option to renew for the remaining term of the lease that ends as of June 19, 2028. The base rent was $17,770 per month plus $750 towards utility fees that are part of the original lease agreement and would increase by 3% each year over the term of the sublease. The Company received a total of $57,022 on July 1, 2022 after execution of the sublease to cover the first month rent, utility fee and deposit. The first sublease payment began on August 1, 2022.

In accordance with ASC Topic 842, the Company treated the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continues to account for the Century City Medical Plaza lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounted for the sublease as a lessor of the lease. The sublease was classified as an operating lease, as it did not meet the criteria of a sales-type or direct financing lease.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 18, 2023, the Company entered into a sublease termination agreement with the Subtenant, whereby the Subtenant and the Company agreed to terminate the sublease effective as of April 30, 2023. The Subtenant agreed to pay the Company $139,460 along with the security deposit of $35,540 for a total termination fee of $175,000, to permit early termination of the sublease.

The Company recognized operating income from the sublease on a straight-line basis in its statements of operations over the sublease term.

During the three and six months ended December 31, 2023 and 2022, the net operating lease expenses were as follows:


	For the Three Months Ended					For the Six Months Ended
	December 31,					December 31,
	2023		2022			2023		2022

Operating Lease Expense	$	60,922	$	96,730		$	129,664	$	140,660
Sub lease Income		—		(53,310	)		—		(106,620	)

Total Net Lease Expense	$	60,922	$	43,420		$	129,664	$	34,040

Lease expense charged to general and administrative expenses for the three and six months ended December 31, 2023, amounted to $60,922 and $129,664, respectively. Lease expense charged to general and administrative expenses for the three and six months ended December 31, 2022, amounted to $43,420 and $34,040, respectively. During the three and six months ended December 31, 2023, the Company paid $62,573 and $123,796 under operating leases, respectively. During the three and six months ended December 31, 2022, the Company paid $96,581 and $241,042 under operating leases, respectively. The difference between the operating lease expense for the six months ended December 31, 2022 in the amount of $140,660 and the cash paid of $241,042, is primarily made up of the release of an accrual of $77,242 related to the termination of the Plaza Medical Office Building, LLC lease.

NOTE 7 — DEBT

Convertible Notes Payable —

December 2023 Notes — Between December 1, 2023, and December 29, 2023, the Company entered into Subscription Agreements with two investors to purchase Convertible Promissory Notes for an aggregate principal amount of $560,000 (the “December Notes”). The Company received a total of $540,000 in gross proceeds from the private placement prior to the end of the quarter, and it subsequently received the pending $20,000 in January 2024. The December Notes bear an interest rate of 12% per annum and shall mature one year after their respective dates of issuance (the “Maturity Date”). The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the Issue Date prior to the maturity of the December Notes. Notwithstanding the immediate foregoing, at the option of the Holder, interest may accrue on the December Notes on a quarterly basis. The December Notes are convertible into shares of the Company’s Common Stock in whole or in part at any time and from time to time, after the Original Issue Date and prior to the Maturity Date, at a conversion price of $3.38 per share. The Company may prepay the December Notes at any time. The December Notes will be accounted for under ASC 470-20, and all proceeds received from the issuance will be recognized as a liability on the balance sheet. The December Notes principal balance at December 31, 2023, is $540,000.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The 2023 Notes — Between September 5, 2023, and October 5, 2023, the Company entered into Subscription Agreements with five investors to purchase 5% Original Issue Discount Convertible Promissory Notes (the “2023 Notes”) for an aggregate principal amount of $2,105,263. The Company received a total of $2,000,000 in gross proceeds from the private placement, after taking into account the 5% original issue discount. The discount of $105,263 will be accreted over the life of the 2023 Notes. The 2023 Notes bear an interest rate of 12% per annum and shall mature on September 5, 2024 (the “Maturity Date”). The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the Issue Date prior to the maturity of the 2023 Notes. Notwithstanding the immediately foregoing, at the option of the Holder, interest may accrue on the Notes on a quarterly basis. The 2023 Notes are convertible into shares of the Company’s Common Stock upon the occurrence of a Qualified Offering (as defined below) or upon the Maturity Date. The Company may prepay the 2023 Notes at any time.

The 2023 Notes are subject to mandatory conversion (“Mandatory Conversion”) in the event the Company closes an offering of its Common Stock and receives gross proceeds of not less than $10,000,000 (“Qualified Offering”). The conversion price per share of Common Stock in the case of a Mandatory Conversion shall be 95% of the offering price per share in the Qualified Offering, subject to a floor of $4.50 per share. In addition, if no Qualified Offering occurs prior to the Maturity Date, the 2023 Notes shall automatically convert into shares of Common Stock on the Maturity Date at a conversion price per share equal to the closing sale price of the Common Stock on the Maturity Date, subject to a floor of $4.50 per share.

The 2023 Notes will be accounted for under ASC 470-20, and all proceeds received from the issuance will be recognized as a liability on the balance sheet net of discount.

For the three and six months ended December 31, 2023, discount amortization of $26,637 and $29,379 was charged to interest expense, respectively. As of December 31, 2023, the Company accrued interest expense of $64,583. The 2023 Notes balance, net of discount at December 31, 2023 is $2,029,379.

The Convertible Notes — On February 6, 2020, the Company issued two Convertible Notes (the “Convertible Notes”) to Paseco ApS (the “Holder”), a Danish limited company and an existing stockholder of the Company, each with a face value amount of $600,000, convertible into shares of Common Stock. The outstanding principal amount of the Convertible Notes was due and payable on February 6, 2023. Interest on the Convertible Notes commenced accruing on the date of issuance at six percent (6%) per annum, computed on the basis of twelve 30-day months, and was compounded monthly on the final day of each calendar month based upon the principal and all accrued and unpaid interest outstanding as of such compound date. The interest was payable in cash on a semi-annual basis.

The conversion price was equal to $12.00 per share of Common Stock. The Holder did not exercise its conversion feature that expired on February 6, 2021. The Company evaluated the Convertible Notes in accordance with ASC 470-20 and identified that they each contain an embedded conversion feature that shall not be bifurcated from the host document (i.e., the Convertible Notes) as they are not deemed to be readily convertible into cash. All proceeds received from the issuance were recognized as a liability on the balance sheet.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective December 30, 2022 (the “Effective Date”), the Company amended and restated the Convertible Notes (the “Amended and Restated Secured Notes”). Pursuant to the Amended and Restated Secured Notes, the due date was extended to February 28, 2024. The Amended and Restated Secured Notes are convertible by the Holder if the Company consummates a public offering or private placement of Common Stock or securities convertible into Common Stock. The conversion price shall be the price being paid by the investors in such offering. The interest was increased to twelve percent (12%) per annum, which was prepaid by the Company in full on the date of amendment through the issuance of 198,439 shares of the Company’s Common Stock: 29,419 shares for accrued interest up to the Effective Date and 169,020 shares related to the prepayment of interest through the extension date of the Amended and Restated Secured Notes using the closing market price on the Effective Date, of $1.03. The obligations of the Company under the Amended and Restated Secured Notes were secured by a security agreement (the “Security Agreement”). The Company evaluated the Amended and Restated Secured Notes and conversion feature to determine the appropriate accounting treatment based on the terms of the agreement. In accordance with ASC 480- Distinguishing Liabilities from Equity, the Company determined that the Amended and Restated Secured Notes embody an obligation that may require the Company to settle with the issuance of a variable number of shares, where the monetary value of the obligation is based predominantly on a fixed monetary amount of $1,200,000 known at inception. Accordingly, the Company recorded the Amended and Restated Secured Notes as share settled debt. The total value of the shares issued was $204,392 which included $174,090 of prepaid interest and $30,302 for accrued interest as of December 30, 2022. On June 26, 2023, the Holder notified the Company that it wished to elect to exercise its conversion right triggered by a private placement. Therefore, all outstanding $1,200,000 Amended and Restated Secured Notes were converted into 2,264,150 shares of Common Stock and 1,132,075 warrants. There were no Amended and Restated Secured Notes outstanding after the foregoing conversion.

As of December 31, 2023 and 2022, the Company recorded accrued interest in the amount of zero. For the three and six months ended December 31, 2023 and 2022, the interest expense related to the Amended and Restated Secured Notes amounted to zero 0 and $18,272, respectively. The Amended and Restated Secured Notes balance as of December 31, 2023 was zero 0 .

Notes Payable—

Bridge Loan — On November 3, 2023, the Company entered into an agreement to purchase 5% Original Issue Discount Promissory Note for the principal amount of $1,000,000. 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 was due to mature on January 1, 2024 (the “Maturity Date”). On January 1, 2024, the Company entered into an amendment with RS Bio ApS, a Danish entity, for the November 3, 2023, $1,000,000 Note Payable bridge loan to extend the maturity date until March 1, 2024 (see Note 11). The Company is required to pay interest on the maturity date. The Notes Payable will be accounted for under ASC 470-20, and all proceeds received from the issuance will be recognized as a liability on the balance sheet net of discount. For the three and six months ended December 31, 2023, discount amortization of $50,000 was charged to interest expense, respectively. As of December 31, 2023, the Company accrued $20,000 of interest expense that is included in accrued expenses on the balance sheet. The Note balance, net of discount at December 31, 2023 is $1,000,000.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Promissory Note — On March 30, 2020 (the “Issuance Date”), the Company issued a Promissory Note in the principal amount of $5,000,000 (the “Promissory Note”) to the Holder. The principal amount of the Promissory Note was originally payable on November 30, 2021 (the “Maturity Date”). The Promissory Note bore interest at a fixed rate of 6% per annum, computed based on the number of days between the Issuance Date and the Maturity Date, and the interest was prepaid by the Company in full on the Issuance Date through the issuance of 188,485 shares of the Company’s Common Stock based on the closing market price on that date for a total value of $501,370. The Company evaluated the Promissory Note and PIK interest in accordance with ASC 470-Debt and ASC 835-Interest, respectively. Pursuant to ASC 470-20, proceeds received from the issuance are to be recognized at their relative fair value, thus the liability is shown net of the corresponding discount of $493,192, which is the relative fair value of the shares issued for the PIK interest on the closing date using the effective interest method. The discount of $493,192 will be accreted over the life of the Promissory Note.

On February 11, 2021, the Company entered into an amendment to the Promissory Note that extended the Maturity Date to November 30, 2022. All other terms of the Promissory Note remained the same. The change in Maturity Date required an additional year of interest at the fixed rate of 6% per annum, which was prepaid by the Company in full on the date of the amendment through the issuance of 74,054 shares of the Company’s Common Stock based on the closing market price on that date for a total value of $298,178.

On May 17, 2022, the Company entered into a second amendment to the Promissory Note that extended the Maturity Date to November 30, 2023 and increased the interest rate from 6% to 12% per annum. All other terms of the Promissory Note remained the same. The change in Maturity Date required an additional year of interest at the fixed rate of 12% per annum. Pursuant to the amendment, the Company prepaid interest for the period November 30, 2022 until May 30, 2023 on the date of the amendment through the issuance of 47,115 shares of the Company’s Common Stock based on the closing market price on that date for a total value of $299,178. All other accrued interest payable from May 30, 2023 to the Maturity Date was required to be paid by the Company on May 30, 2023, at the option of the Holder in either (i) cash or (ii) shares of the Company’s Common Stock, valued at the closing sale price of the Common Stock of the Nasdaq Capital Market on May 30, 2023. The Holder elected the interest be paid in cash (the “Interest Payment”).

Effective December 30, 2022, the Company entered into a third amendment to the Promissory Note. Pursuant to the third amendment, the Company’s obligations under the Promissory Note were secured by the Security Agreement. To secure the Company’s obligations under each of the Amended and Restated Secured Notes and the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) for the benefit of the Holder. Upon an Event of Default (as defined in the Amended and Restated Secured Notes and Promissory Note, respectively) the Holder may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease, or dispose of the Collateral.

On June 12, 2023, the Holder notified the Company that it wanted to apply the Interest Payment due to it towards the Company’s next private placement. Therefore, on June 26, 2023, in conjunction with the Company’s private placement, the Company issued (i) 567,588 shares of its Common Stock, par value $0.0001 per share and (ii) warrants to purchase 283,794 shares of Common Stock at a purchase price of $0.53 per share and applied the Interest Payment of $300,822 it owed to the Holder.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On July 31, 2023, the Company and the Holder agreed to amend the Promissory Note (the “Fourth Amendment”) to provide the Holder with limited conversion rights in connection with the Company’s next private placement. Per the terms of the Fourth Amendment, the Holder could elect to convert $2 million of the outstanding principal balance of the Promissory Note into the Units being offered in the private placement at a price per Unit being paid by the investors in the private placement (the “Conversion Right”). On August 1, 2023, the Holder notified the Company of its election to exercise the Conversion Right. As a result, $2 million of the outstanding principal balance of the Promissory Note was converted into 280,505 Units at $7.13 per unit, comprised of an aggregate of (i) 280,505 shares of Series A Convertible Preferred Stock of the Company and (ii) Warrants to purchase an aggregate of 1,402,525 shares of Common Stock with an exercise price of $0.65 per share. The Series A Convertible Preferred Stock acquired by the Holder is initially convertible into 2,805,050 shares of Common Stock. A $3 million principal balance remains outstanding under the Promissory Note after the foregoing conversion. The Company concluded that in accordance with ASC 470-20-40-4, the difference between the fair value of the Preferred Shares and warrants and the carrying value of the portion of the Note being converted should be recognized as an extinguishment. The extinguishment loss of $120,018 is recorded in Other Income/Loss in the Statement of Operations. On November 30, 2023, the Company and the Holder agreed to amend the Promissory Note (the “Fifth Amendment”) to where the Company and the Holder extended the maturity of the Original Note until February 29, 2024. In addition, all interest payable from November 30, 2023 to the Maturity Date was payable and is currently payable by the Company as of November 30, 2023. For the three and six months ended December 31, 2023, discount amortization of $120,013 and $285,036 was charged to interest expense.

For the three and six months ended December 31, 2022, discount amortization of $74,621 and $149,242 was charged to interest expense. The Promissory Note balance, net of discount at December 31, 2023 is $2,940,000.

Finance Agreement —

On November 30, 2023, the Company entered into a premium finance agreement (the “Agreement”) related to insurance, which resulted in a liability and prepaid expense with a principal amount of $906,834 at 7.90% interest per annum, which is reflected on the balance sheet under other current liabilities and prepaid assets and other assets, respectively. The repayment of the Agreement will be made in nine equal monthly installments of $77,127 after a down payment of $235,000. For the three and six months ended December 31, 2023 the Company made payments of $235,000 and $422,183, respectively. For the three and six months ended December 31, 2022, under a similar arrangement, the Company made payments of $300,000 and $466,625, respectively. For the three and six months ended December 31, 2023, the Company recorded total interest expense in the amount of zero 0 and $5,256 related to the Agreement. This amount is reflected in other income and expenses.

Total interest expense recorded for the three and six months ended December 31, 2023, was $274,984 and $454,255, respectively. Interest expense recorded for the three and six months ended December 31, 2022, was $92,892 and $188,477, respectively.

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company has 10,000,000 authorized shares of Preferred Stock, par value $0.0001 per share, of which 1,000,000 shares have been designated as Series A Convertible Preferred Stock. At December 31, 2023, and June 30, 2023, there were 561,010 and zero 0 shares of Series A Convertible Preferred Stock issued and outstanding.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Voting — Holders of Series A Preferred Stock shall be permitted to vote on all matters required or permitted to be voted on by the holders of Common Stock of the Company and shall be entitled to that number of votes equal to ten votes for the number of shares of Common Stock into which such Holder’s shares of the Preferred Stock could then be converted in accordance with conversion rights.

Dividends — The Company shall pay dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.

Liquidation Rights — In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount in cash equal to the aggregate liquidation value of all Shares held by such holder. The Series A Preferred Stock is not participating preferred.

Conversion Rights — On or after the date of issuance, any holder of Series A Preferred Stock shall have the right by written election (a “Series A Election Notice”) to the Company to convert all or any portion of the outstanding Shares of Series A Preferred Stock held by such holder into an aggregate number of shares of Common Stock as is determined by multiplying the number of Shares to be converted by ten (10) (the “Conversion Ratio”).

Common Stock —The Company has 350,000,000 authorized shares of Common Stock, par value $0.0001 per share. At December 31, 2023, and June 30, 2023, there were 67,224,089 and 63,698,144 shares issued and outstanding, respectively.

Voting — Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends — Holders of Common Stock are entitled to receive ratably such dividends as the Board from time to time may declare out of funds legally available.

Liquidation Rights — In the event of any liquidation, dissolution, or winding up of affairs of the Company, after payment of all debts and liabilities and preferences to holders of preferred stock, the holders of Common Stock will be entitled to share ratably in the distribution of any of the remaining assets.

Purchase Agreement with Lincoln Park Capital

On June 20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $20,000,000 of shares of Common Stock over the 36-month term of the 2023 Purchase Agreement. Concurrently with entering into the 2023 Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2023 Purchase Agreement.

NOTE 8 — STOCKHOLDERS’ EQUITY (Continued)

In consideration for entering into the 2023 Purchase Agreement, the Company issued 696,021 shares of Common Stock to Lincoln Park as a commitment fee on June 20, 2023.

During the three and six months ended December 31, 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Preferred Stock Issuances

On August 1, 2023, the Company closed a private placement of 280,505 units (the “Units”), each consisting of (i) one share of the Company’s Series A Convertible Preferred Stock, (the “Preferred Stock”) and (ii) one Common Stock purchase warrant (each, a “Warrant”, and together with the Units and the shares of Preferred Stock, the “Securities”) to purchase five shares of the Company’s Common Stock, at a price per Unit equal to $7.13 for aggregate proceeds to the Company of $2,000,000 in cash. In addition, the Company issued 280,505 Units in connection with the conversion of $2,000,000 of the Promissory Note (see Note 7.)

The Company issued an aggregate of 561,010 shares of Preferred Stock, which are initially convertible into an aggregate of 5,610,100 shares of Common Stock. In connection with the Private Placement, the Company sold Warrants to purchase an aggregate of 2,805,050 shares of Common Stock. The Warrants are exercisable for five years from the date of issuance and have an exercise price of $0.65 per share, payable in cash.

Common Stock Issuances

Between July 28, 2023 and September 28, 2023, the Company issued 2,000,000 shares of Common Stock for consulting services.

On October 23, 2023 the Company issued 1,000,000 shares of Common Stock for advisory services to Avram Miller, the Company’s board of directors.

On December 4, 2023 the Company issued 525,945 shares of Common Stock pursuant to warrants exercised for cash proceeds of $341,865.

Acquisition of Renovaro Denmark — At December 31, 2023, and June 30, 2023, the Company maintained a reserve of 17,414 shares of Common Stock of the Registrant held in escrow according to Danish law (the “Escrow Shares”), all of which are reflected as issued and outstanding in the accompanying financial statements. The Escrow Shares are reserved to acquire the shares of Renovaro Denmark held by non-consenting shareholders of Renovaro Denmark on both December 31, 2023, and June 30, 2023, in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark. There have been 167,639 shares of Common Stock issued to non-consenting shareholders of Renovaro Denmark as of December 31, 2023. During the three and six months ended December 31, 2023, the Company issued zero 0 shares of Common Stock to such non-consenting shareholders of Renovaro Denmark. There is no impact on outstanding shares as these shares are reflected as issued and outstanding.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY (Continued)

Stock-based Compensation

The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended December 31, 2023:


	Renovaro Inc.
Expected term (in years)		5.0 – 6.5
Volatility		84.33% – 106.60%
Risk free interest rate		3.12% – 4.83%
Dividend yield		0%

The Company recognized stock-based compensation expense related to the options of $465,372 and $1,449,201 for the three and six months ended December 31, 2023, respectively. The Company recognized stock-based compensation expense related to the options of $819,955 and $1,845,963 for the three and six months ended December 31, 2022, respectively. At December 31, 2023, the Company had approximately $1,216,469 of unrecognized compensation cost related to non-vested options.

Plan Options

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 2014 Plan.

On October 30, 2019, the Board approved and on October 31, 2019, the Company’s stockholders adopted its 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan provided that the maximum aggregate number of shares of the Company’s Common Stock reserved and available for issuance under the 2019 Plan was the sum of (1) 6,000,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2014 Plan plus any options related to awards that expire, are terminated, surrendered, or forfeited for any reason without issuance of shares under the 2014 Plan after the effective date of the 2019 Plan.

Effective July 21, 2023, the Company adopted the Renovaro Biosciences Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the 2019 Plan. Any awards outstanding under the 2019 Plan as of the date of adoption of the 2023 Plan remain subject to and will be paid under the 2019 Plan, and any shares subject to outstanding awards under the 2019 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares automatically become available for issuance under the 2023 Plan.

The Company granted options to purchase 16,500 and 366,500 shares of Common Stock to employees with a three-year vesting period during the three and six months ended December 31, 2023, respectively under the 2019 and 2023 Plan. The Company granted options to purchase 178,000 shares of Common Stock to employees with a three-year vesting period during the three and six months ended December 31, 2022, respectively under the 2019 Plan.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY (Continued)

During the three and six months ended December 31, 2023, respectively, the Company granted options to purchase zero 0 shares of Common Stock to employees with a six-month vesting period under the 2023 Plan. During the three and six months ended December 31, 2022, the Company granted options to purchase zero 0 and 184,800 issued and 0 18,960 forfeited shares of Common Stock to employees with a six-month vesting period, respectively under the 2019 Plan.

During the three and six months ended December 31, 2023, respectively, the Company granted options to purchase zero 0 shares of Common Stock to employees with a one-year vesting period under the 2023 Plan. During the three and six months ended December 31, 2022, the Company granted options to purchase zero 0 and 73,200 issued and 0 12,640 forfeited shares of Common Stock to employees with a one-year vesting period, respectively under the 2019 Plan.

During the three and six months ended December 31, 2023, the Company granted options to purchase 124,293 and 343,399 shares of Common Stock, to the Board of Directors and Scientific Advisory Board Members with a one-year vesting period under the 2023 Plan and the 2019 Plan, respectively. During the three and six months ended December 31, 2022, the Company granted options to purchase 159,959 and 210,917 shares of Common Stock, to the Board of Directors and Scientific Advisory Board Members with a one-year vesting period under the 2019 Plan, respectively.

During the three and six months ended December 31, 2023, the Company granted options to purchase zero 0 and 26,000 shares, respectively of Common Stock for Scientific Advisory Board members with immediate vesting under the 2023 Plan. During the three and six months ended December 31, 2022, the Company did not grant options to purchase shares of Common Stock with immediate vesting. During the three and six months ended December 31, 2023, the Company forfeited 7,000 options to purchase shares of Common Stock to a consultant with immediate vesting.

All of the above options are exercisable at the market price of the Company’s Common Stock on the date of the grant.

To date the Company has granted options under the 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 6,268,078 shares of Common Stock. At December 31, 2023, the Company has 4,913,616 options available to be issued under the 2023 Plan.

A summary of the status of the Plan Options outstanding at December 31, 2023, is presented below:

Schedule of stock options outstanding
	Options Outstanding								Options Exercisable
	Exercise Price Ranges		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price
	$	0.45–4.50		1,798,356		8.60	$	2.12		883,777		8.01	$	2.50
	$	4.51–6.50		2,535,360		7.15	$	4.89		1,834,769		6.95	$	5.01
	$	6.51–12.00		796,393		6.69	$	8.03		715,283		6.53	$	8.01
Total				5,130,110		7.58	$	4.41		3,433,830		7.14	$	4.99

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of the Plan Options at December 31, 2023, and changes since July 1, 2023, are presented below:

Schedule of stock option activity
	Shares			Weighted Average Exercise Price		Average Remaining Life		Weighted Average Intrinsic Value

Outstanding at beginning of period		4,401,211		$	4.78		7.82	$	—
Granted		735,899		$	2.19
Exercised		—		$	—
Forfeited		—		$	—
Expired/Canceled		(7,000	)	$	6.98
Outstanding at end of period		5,130,110		$	4.41		7.58	$	—
Exercisable at end of period		3,433,830		$	4.99		7.14	$	1,996,039

At December 31, 2023, the Company had 3,433,830 exercisable Plan Options outstanding. The total intrinsic value of options exercisable at December 31, 2023, was $1,996,039. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) and at December 31, 2023 (for outstanding options), less the applicable exercise price.

Common Stock Purchase Warrants

A summary of the status of the Common Stock Purchase Warrants outstanding at December 31, 2023, is presented below:


	Warrants Outstanding								Warrants Exercisable
	Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price
	$	0.53		2,359,266		4.49				2,359,266		4.49
	$	0.65		2,279,105		3.44				2,279,105		3.44
	$	1.14		1,189,036		4.23				1,189,036		4.23
Total				5,827,407		4.03	$	0.70		5,827,407		4.03	$	0.70

A summary of the warrants outstanding at December 31, 2023, and changes since July 1, 2023, are presented below:

Schedule of warrants outstanding
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Life

Outstanding at beginning of period		3,548,302		$	0.73		4.80
Granted		2,805,050		$	0.65		3.44
Exercised		(525,945	)	$	0.65		—
Cancelled/Expired		—		$	—		—
Outstanding and exercisable at end of period		5,827,407		$	0.70		4.03

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2023, the Company had 5,827,407 exercisable Common Stock Purchase Warrants outstanding. The total intrinsic value of options exercisable at December 31, 2023, was $14,385,550. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) and at December 31, 2023 (for outstanding warrants), less the applicable exercise price.

Restricted Stock Awards (RSA)

The Company recognized stock-based compensation expense related to RSAs of $533,856 for the three and six months ended December 31, 2023, respectively. The restricted stock awards are related to a grant of 1,000,000 shares of restricted stock with a 3-year vesting period made to a director as consideration for advisory services, with a total value of $2,760,000. At December 31, 2023, the Company had $2,226,144 of unrecognized stock-based compensation expense remaining to be amortized.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Commitments

On July 9, 2018, the Company entered into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company with the development of the gene therapy and cell therapy modalities for the prevention, treatment, and amelioration of HIV in humans, and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases) (the “G-Tech Agreement”). G-Tech was entitled to consulting fees for 20 months, with a monthly consulting fee of not greater than $130,000 per month. Upon the completion of the 20 months, the monthly consulting fee of $25,000 continued for scientific consulting and knowledge transfer on existing HIV experiments until the services were no longer being rendered or the G-Tech Agreement is terminated. As of May 25, 2022, the consultant was no longer able to render services; therefore, no expense was incurred for the three and six months ended December 31, 2023 and 2022.

On January 31, 2020, the Company entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company, G-Tech, and G Health Research Foundation, a not for profit entity organized under the laws of California doing business as Seraph Research Institute (“SRI”) (collectively the “Licensors”), whereby the Company acquired a perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections.

The HBV License Agreement states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Treatment over a 24 month period, and provides for an up-front payment of $1.2 million within 7 days of January 31, 2020, along with additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the HBV License Agreement, in each case subject to the terms of the HBV License Agreement. Additionally, the HBV License Agreement provides for cooperation related to the development of intellectual property related to the Treatment and for a 2% royalty to G-Tech on any net sales that may occur under the HBV License. On February 6, 2020, the Company paid the $1.2 million up-front payment. The HBV License Agreement contains customary representations, warranties, and covenants of the parties with respect to the development of the Treatment and the HBV License.

The cash funding for research costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $144,500 that covered scientific staffing resources to complete the project as well as periodic payments for materials and equipment needed to complete the project. There were no payments made after January 31, 2022. The Company paid zero under the HBV License Agreement in the three and six months ended December 31, 2023, and 2022. The Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies sub-section below).

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “License Development Agreement”), by and among the Company, G-Tech and SRI (collectively, the “Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to research, develop, and commercialize certain formulations which were aimed at preventing and treating pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza (the “Prevention and Treatment”).

The Development License Agreement was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019. The Development License Agreement states that in consideration for the Development License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Prevention and Treatment over a 24-month period. Additionally, the License Agreement provides for an up-front payment of $10,000,000 and a $760,000 payment for expenditures to date prior to the effective date related to research towards the Prevention and Treatment within 60 days of April 18, 2021. The Development License Agreement provides for additional payments upon the occurrence of certain benchmarks in the development of the technology set forth in the Development License Agreement, in each case subject to the terms of the Development License Agreement.

The Development License Agreement provides for cooperation related to the development of intellectual property related to the Prevention and Treatment and for a 3% royalty to G-Tech on any net sales that may occur under the Development License Agreement. The Company is no longer pursuing any product candidates that relate to this license. The Company has filed a claim against the Licensors to recover all monies it paid related to this license (see Contingencies sub-section below).

On August 25, 2021, the Company entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”) with Serhat Gümrükcü and SRI (collectively, the “Licensors”) whereby the Licensors granted the Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to sublicense, proprietary technology subject to a U.S. patent application, to make, use, offer to sell, sell or import products for use solely for the prevention, treatment, amelioration of or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans; provided the Licensors retained the right to conduct HIV research in the field. Pursuant to the ALC License Agreement, the Company granted a non-exclusive license back to the Licensors, under any patents or other intellectual property owned or controlled by the Company, to the extent arising from the ALC License, to make, use, offer to sell, sell or import products for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities and (ii) any other diseases or conditions outside the HIV Field. The Company made an initial payment to SRI of $600,000 and agreed to fund future HIV research conducted by the Licensors, as mutually agreed to by the parties. On September 10, 2021, pursuant to the ALC License Agreement, the Company paid the initial payment of $600,000.

G-Tech and SRI are controlled by Anderson Wittekind, a stockholder of the Company.

Shares held for non-consenting shareholders – The 17,414 remaining shares of Common Stock related to the Acquisition of Renovaro Denmark have been reflected as issued and outstanding in the accompanying financial statements. There were zero 0 shares of Common Stock issued to such non-consenting stockholders during the three and six months ended December 31, 2023 (see Note 8.)

Service Agreements –The Company maintains employment agreements with certain senior staff in the ordinary course of business.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Purchase Agreement with GEDi Cube Intl Ltd. – On September 28, 2023, the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“GEDi Cube”). Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company will acquire 100% of the equity interests of GEDi Cube from its equity holders (the “Sellers”) and GEDi Cube will become a wholly-owned subsidiary of the Company (the “Transaction”). On September 28, 2023, the Board of Directors of the Company, and the board of managers of GEDi Cube unanimously approved the Purchase Agreement.

At the effective time of the Transaction (the “Effective Time”), each ordinary share of GEDi Cube (each, a “GEDi Cube Share”) issued and outstanding as of immediately prior to the Effective Time will be exchanged for (i) shares of Common Stock of the Company (the “Renovaro Shares”) such that the total number of Renovaro Shares issued to the holders of GEDi Cube Shares shall equal approximately 49.9% of the total number of Renovaro Shares outstanding as of the Effective Time, (the “Closing Consideration”) and (ii) additional Renovaro Shares to be issued pro rata to the Sellers upon the exercise or conversion of any of the Company’s derivative securities (subject to certain exceptions) which are outstanding at the Effective Time (the “Pro-rata Shares”).

Each of the Company and GEDi Cube agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals.

The completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Purchase Agreement by holders of all of the outstanding GEDi Cube Shares, (ii) approval of the issuance of Renovaro Shares in connection with the Transaction by a majority of the votes cast at the shareholder meeting of the Company, (iii) absence of any court order or regulatory injunction prohibiting completion of the Transaction, (iv) subject to specified materiality standards, the accuracy of the representations and warranties of the other party, (v) the authorization for listing of Renovaro Shares to be issued in the Transaction on the Nasdaq, (vi) compliance by the other party in all material respects with its covenants, and (vii) the entry by the parties into a registration rights agreement, to become effective as of the Effective Time, pursuant to which the Company will provide registration rights to the Sellers with respect to (a) the Renovaro Shares issued to the Sellers as Closing Consideration at the Effective Time and (b) any Pro-rata Shares that they receive after the Closing. On January 25, 2024, the Shareholders of Renovaro approved the issuance of Renovaro Shares in connection with the Transaction and the increase in the Company’s authorized shares eligible for issuance from 110,000,000 equity shares to 360,000,000 equity shares, that includes an increase in Common Stock eligible for issuance from 100,000,000 to 350,000,000 shares, and 10,000,000 shares of preferred stock eligible for issuance.

The Company and GEDi Cube each made customary representations and warranties in the Purchase Agreement. The Purchase Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of the Company’s and GEDi Cube’s business between the date of the signing of the Purchase Agreement and the closing date of the Transaction and (ii) the efforts of the parties to cause the Transaction to be completed. The Purchase Agreement contains certain termination rights for both the Company and GEDi Cube.

On February 13, 2024 (the “Closing Date”), the Company consummated the previously announced acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively, the “Transaction”). As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contingencies

Securities Class Action Litigation. On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the “Manici Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District of California against the Company and certain of the Company’s current and former officers and directors. The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects. The complaints seek unspecified damages, interest, fees, and costs. On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice, but the Chow action remains pending. On October 22, 2023, the Court appointed a lead plaintiff in the Chow Action. The lead plaintiff filed an amended complaint on December 15, 2023. The Company intends to file a motion to dismiss the amended complaint, but expresses no opinion as to the likelihood of a favorable outcome.

Federal Derivative Litigation. On September 22, 2022, Samuel E. Koenig filed a shareholder derivative action in the United States District Court for the Central District of California. On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States District Court for the District of Delaware. Both derivative actions recite similar underlying facts as those alleged in the Securities Class Action Litigation. The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s current and former directors as defendants. The actions also name the Company as a nominal defendant. The actions allege violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement. Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement, restitution, and other costs and expenses. On January 24, 2023, the United States District Court for the Central District of California stayed the Koenig matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. On April 6, 2023, the United States District Court for the District of Delaware stayed the Solak matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. The defendants have not yet responded to either complaint. The Company intends to contest these matters but expresses no opinion as to the likelihood of favorable outcomes.

State Derivative Litigation. On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting similar underlying facts as those alleged in the Securities Class Action Litigation. The action, filed on behalf of the Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants. The action also names the Company as a nominal defendant. The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement. Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses. On January 20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation. The defendants have not yet responded to the complaint. The Company intends to contest this matter but expresses no opinion as to the likelihood of a favorable outcome.

On October 21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech Bio LLC (“G Tech”), SG & AW Holdings, LLC, and Seraph Research Institute (“SRI”) (collectively, the “Defendants”). The Complaint alleges that the Defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the Defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims, as well as a motion to strike. On September 6, 2023, the court denied in part and granted in part the pending motions. On September 7, 2023, the court entered a case management order setting the final status conference, trial, and other intervening deadlines.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint. In the Cross-Complaint, G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter alia, a declaration that the Framework Agreement, effective as of November 15, 2019, the Statement of Work & License Agreement, effective as of January 31, 2020, and the Statement of Work and License Agreement for Influenza and Coronavirus Indications, effective as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements. The Company denies these allegations and intends to vigorously defend against the cross claims while pursuing its claims against the Defendants.

On March 1, 2021, the Company’s former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S. District Court for the District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers. In the Complaint, Mr. Wolfe and Crossfield, Inc. asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive damages. The allegations in the Complaint relate to an earlier action filed by the Company and Renovaro Biosciences Denmark ApS in the Vermont Superior Court, Orange Civil Division. On March 3, 2022, the Court partially granted the Company’s motion to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen. On November 29, 2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution. On August 24, 2023, the Court denied the motion for summary judgment. On September 7, 2023, the Company moved for reconsideration of the Court’s order, which the Court denied on December 4, 2023. The Company denies the allegations set forth in the Complaint and will continue to vigorously defend against the remaining claim.

On June 7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”) (collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware. Plaintiffs allege that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS (the “Investor Rights Agreement”). According to the Verified Complaint, the Investor Rights Agreement required the Company to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement. Plaintiffs allege that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements filed by the Company on July 13, 2020 and February 11, 2022. Plaintiffs seek compensatory damages, pre- and post-judgment interest, costs, and attorneys’ fees. The Company moved to dismiss the Verified Complaint on September 15, 2023.

On December 4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”). In the FAC, Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference with a contract, and breaches of fiduciary duty. Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain declaratory relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees. The Company filed a motion to dismiss the FAC on December 18, 2023. The Company denies Plaintiffs’ allegations and intends to vigorously defend against the claim.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On August 24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”). The Demand seeks the Company’s books and records in connection with various issues identified in the Demand. The Company takes its obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those obligations.

On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against certain officers, directors, and investors of the Company, as well as other defendants. The Verified Stockholder Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a) and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934. The Derivative Complaint also includes claims of breach of fiduciary duty, corporate waste, unjust enrichment, and contribution/indemnification. Weird Science and Wittekind seek unspecified compensatory, exemplary and punitive damages and certain injunctive relief. Simultaneously with the Derivative Complaint, Weird Science and Wittekind filed an emergency Ex Parte Application for Temporary Restraining Order (“Application”) asking the Court to enjoin a special meeting of the Company’s stockholders noticed for January 25, 2024. As the basis for the Application, Weird Science and Wittekind recited many of the same allegations as in the Derivative Complaint. The Court denied the Application on January 24, 2024. The Company denies the allegations in the Derivative Complaint and intends to vigorously defend against the claims asserted therein.

NOTE 10 — RELATED PARTY TRANSACTIONS

On November 3, 2023, the Company entered into an agreement to purchase 5% Original Issue Discount Promissory Note for the principal amount of $1,000,000. 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”). The Company is required to pay interest on the maturity date (see Note 7.) Pursuant to the Company’s Related Party Policy and Rule 5630 of the Nasdaq Stock Market, the Audit Committee reviewed the Promissory Note and its terms and unanimously approved the transaction.

On August 1, 2023, RS Bio ApS, a Danish entity (“RS Bio”), purchased in the 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. Mr. Rene Sindlev, the Chairman of the Company’s Board of Directors, holds the sole voting and disposition power of the shares owned by RS Bio. 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 (see Note 8.)

On August 1, 2023, Paseco ApS, a Danish entity, 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 (see Note 7.)

The Company currently has a consulting agreement with Paseco for business advisory services since December of 2019. For the three and six months ended December 31, 2023 the Company issued zero 0 and 1,000,000 restricted common shares in lieu of services.

RENOVARO INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On October 10, 2023, the Board of Directors of the Company (the “Board”) appointed Avram Miller to the Board, effective October 11, 2023, to fill a vacancy. Mr. Miller will serve until the Company’s 2024 Annual Meeting of Stockholders subject to this re-election or until his successor has been duly elected and qualified. In addition to Mr. Miller’s appointment to the Board, Mr. Miller, the co-founder of Intel Capital, 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 and licensing arrangements, among others. As compensation for these services, the Company will issue 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.

NOTE 11 — SUBSEQUENT EVENTS

On January 1, 2024, the Company entered into an amendment with RS Bio for the November 3, 2023, $1,000,000 Note Payable bridge loan to extend the maturity date until March 1, 2024. All other terms of the bridge loan remain the same.

On January 2, 2024, the Company entered into an agreement with RS Bio to purchase a 5% Original Issue Discount Secured Promissory Note for the principal amount of $526,315. The Company received a total of $500,000 in gross proceeds after taking into account the 5% original issue discount. The Note bears an interest rate of 12% per annum and shall mature on March 1, 2024 (the “Maturity Date”). The Company is required to pay interest on the maturity date. Pursuant to the Company’s Related Party Policy and Rule 5630 of the Nasdaq Stock Market, the Audit Committee reviewed the Promissory Note and its terms and unanimously approved the transaction.

On January 11, 2024, the Company entered into an amendment with one of the investors of the 2023 Notes whereas the conversion terms were amended to provide for optional conversion at a conversion price of $3.38 per share. All other terms of the Promissory Note remained the same. On that same day, the Company entered into a Subscription Agreement with the investor to purchase a Convertible Promissory Note (the “2024 Notes”) in the amount of $460,000. The 2024 Notes bear an interest rate of 12% per annum and shall mature on January 11, 2025. The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the Issue Date prior to the maturity of the Notes. Notwithstanding the immediately foregoing, at the option of the Holder, interest may accrue on this Note on a quarterly basis. The 2024 Notes are convertible either at the option of the Holder or automatically upon maturity into shares of the Company’s Common Stock at the Note Conversion Price of $3.38. The Company may prepay the Note at any time.

On January 12, 2024, the Company entered into Subscription Agreements with an investor (the “Investor”) to purchase Convertible Promissory Notes for an aggregate principal amount of $125,000. The Company received a total of $125,000 in gross proceeds. The Notes bear an interest rate of 12% per annum and shall mature on December 29, 2024 (the “Maturity Date”). The Company is required to pay interest quarterly, in arrears, in cash, on the first day of each quarter of each year following the Issue Date prior to the maturity of the Notes.

On January 24, 2024, the Company entered into a Promissory Note (“Notes Receivable”) in the amount of $143,000, to GEDi Cube Intl Ltd. (“Issuer”) to use towards operational expenses. Pursuant to the Notes, the Issuer promised to pay the Company the outstanding principal and related accrued interest at a rate of 12% per annum on the maturity date of July 24, 2024.

On February 1, 2024, the Company filed a Certificate of Amendment of Certificate of Incorporation in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware (the “DGCL” whereby it amends the total number of shares of capital stock which the Company shall have the authority to issue to issue is three hundred sixty million (360,000,000). These shares shall be divided into two classes with three hundred fifty million (350,000,000) shares designated as common stock at $.0001 par value (the “Common Stock”) and ten million (10,000,000) shares designated as preferred stock at $.0001 par value (the “Preferred Stock”.)

On February 5, 2024, the Company entered into an agreement with RS Bio to purchase 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 shall mature on March 1, 2024 (the “Maturity Date”).

On February 12, 2024, the Company entered into amendments with GEDi Loans related to the Notes Receivable outstanding at 12/31/2023 to extend the maturity dates to August 11, 2024 and August 18, 2024 (see Note 3.)

Pursuant to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of GEDi Cube owned by the Sellers as of the Closing Date (each, a “GEDi Cube Share” and, collectively, the “GEDi Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the Closing Date (minus (a) 1 million shares of Common Stock previously issued to a consultant assisting with the Transaction and (b) 1 million shares of Common Stock previously issued to Avram Miller, a director of the Company, pursuant to his Advisory Agreement, dated October 11, 2023, by and between Mr. Miller and the Company) (the “Closing Consideration”) plus 5,610,100 shares of Common Stock representing the Seller’s Earnout Shares (defined below) resulting from the automatic conversion of the Company’s Series A Convertible Preferred and, (ii) following the Closing Date, such Seller’s pro rata percentage of the shares of Common Stock (the “Earnout Shares” and, together with the Closing Consideration, the “Exchange Consideration”) to be issued to the Sellers upon the exercise or conversion of any of the Company’s derivative securities (subject to certain exceptions) that are outstanding at the Closing Date (the “Closing Derivative Securities”). Each Seller’s pro rata percentage of the Exchange Consideration is equal to the ratio of the aggregate number of GEDi Cube Shares owned by such Seller divided by the aggregate number of GEDi Cube Shares issued and outstanding, in each case, as of the Closing Date. No fractional shares of Common Stock were or will be issued in the Exchange Consideration, and no cash was or will be issued in exchange therefore. Any fractional share of Common Stock that a Seller would otherwise be entitled to receive is rounded down to the nearest whole share.

As discussed above, pursuant to the Stock Purchase Agreement, upon the closing of the Transaction, the Company issued 70,834,183 unregistered, restricted shares of Common Stock as the Closing Consideration to the Sellers, which shares were not registered under the Securities Act in reliance on the private offering exemption from the registration requirements of the Securities Act, including Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act, and Regulation S under the Securities Act, as applicable. The Company made this determination based on its receipt from the Sellers of representations and warranties supporting the Company’s reliance on such exemptions.

As a result of the issuance of the Closing Consideration on the Closing Date and based on the number of shares of Common Stock outstanding as of the Closing Date, the Sellers hold approximately 49% of the issued and outstanding shares of Common Stock immediately following the closing of the Transaction and the conversion of the Series A Convertible Preferred Stock.

In connection with the closing of the Transaction, on February 13, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Incorporation to change its corporate name from “Renovaro Biosciences Inc.” to “Renovaro Inc.”, effective immediately.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of Renovaro Inc. (“Renovaro,” and together with its subsidiaries, the “Company”, “we” or “us”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K as filed with the SEC on October 2, 2023. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of the business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Our Business

We are a biotechnology company committed to developing advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) and Hepatitis B Virus (HBV) infection.

Our Product Development strategy is anchored in the use of “non-self” or allogeneic cells that enhance the immune response that we seek to elicit.

Over the past several years, Renovaro has evolved from a company with a single product candidate as a potential cure for HIV (RENB-HV01), adding two additional pipeline candidates for HIV (RENB-HV12 and RENB-HV21), a pipeline for Hepatitis B Virus (HBV) (RENB-HB01), and with a significant expansion into cancer immune therapies to address high unmet needs from difficult-to-treat solid tumors (RENB-DC11.)

The oncology platform is now at the forefront of our development activities, beginning with pancreatic cancer and other solid tumors with poor life expectancy, for example triple negative breast, second-line liver, head, neck, and oral among other possible targets.

Many operational aspects of our platforms can be quickly adapted to multiple disease states from a single therapeutic approach, potentially streamlining and accelerating development, and regulatory process, as well as manufacturing operations. Moreover, because our product candidates do not require specialized delivery devices and surgical procedures, our potentially groundbreaking interventions could have worldwide applicability.

The Company responds quickly to new data and perceived development opportunities and risk assessments. Based on the maturation of our pipelines, the Company makes business decisions to prioritize the programs that could move more rapidly through development and commercial processes.

Therapeutic Platforms

The Company’s general approach with gene- and/or cell-therapy is to train the immune system to allow a person to better fight diseases. Our vision is for a world free from toxic chemotherapy and healthy longevity for those with cancer and other diseases. The Company is leveraging general principles and advances in the knowledge of the immune response to engineer cells with enhanced attributes to promote the recognition and elimination of diseased cells.

Advanced Allogeneic Cell Therapy

The strategic benefit of cell therapy platforms is to potentially allow for manufacture of large, “off-the-shelf” banks of therapeutic cells that could be accessed on demand by health care professionals to potentially decrease the time between diagnosis and treatment.

In addition, because we focus on cells from donors, the strategy could potentially enhance the ability of the therapeutic candidates to induce a more robust response once injected into patients. The human immune system is designed to recognize and distinguish “self” from “non-self” and destroy “otherness” such as bacteria, viruses, and damaged or diseased cells such as cancer cells. Alloreactivity (reacting against another person’s cells) is the most powerful response the immune system generates. Several of our technologies take advantage of the alloreactivity to hyper stimulate a person’s immune response to better attack a chronic infection (e.g., HIV) or solid tumor.

In certain treatments (e.g., HIV and cancer), cells taken from healthy donors are sometimes genetically modified to introduce signaling molecules that are designed to enhance the ability of specific immune cells to recognize diseased cells, and to help recruit other cells that will destroy cancer or virus infected cells.

The Company believes that the combination of off-the-shelf allogeneic cells, combined with genetic modifications designed to enhance immune signaling, could potentially generate therapeutic candidates that have unique attributes that will increase the likelihood of success.

Cell Therapy enabling technology

In addition to the platform described above, Renovaro has an innovative gene therapy approach to enhance the selection and engraftment (uptake) of cells carrying therapeutic attributes. Enhanced uptake or engraftment could play a critical role in some cases to increase the likelihood of therapeutic benefit. This technology was initially developed for autologous cell therapy from a person living with HIV, and genetically modifying those cells so they cannot be infected with most variants of HIV, plus a gene modification to enhance uptake. We have sublicensed under a profit-sharing agreement our technology to potentially increase engraftment for use in CAR-T therapy as a potential cure for HIV.

HBV Gene Therapy

Renovaro Inc. is exploring various approaches for gene therapy design elements to potentially eliminate virus-infected cells with an innovative molecular mechanism that co-opts the virus’ machinery to induce the death of infected cells rather than reproducing and causing more infection to exacerbate disease.

Oncology:

RENB-DC11: Genetically modified Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Product for Long-term Remission of Solid Tumors – Starting with Pancreatic Cancer

Allogeneic Cell Therapy Platform – Advanced Pre-Clinical

Based on learning from peer-reviewed publications of Phase I/IIa trials, we have designed an innovative therapeutic vaccination platform that could potentially be used to induce life-long remission from some of the deadliest solid tumors. The survival rate in pancreatic cancer is currently only 5 to 10 percent at 5 years.

Initial preclinical in vitro and proof of concept in vivo studies have been compelling. The platform might also allow for non-specific immune enhancement that could have impact against a broad array of solid tumors. We initially plan to target pancreatic cancer. Other potential targets for later development could include triple-negative breast cancer, liver or mesothelioma. As with HIV, our approach would potentially allow for outpatient therapy without wiping out or significantly impairing the patient’s immune system, as many current approaches require.

Renovaro Inc. has initiated a collaboration with Dr. Anahid Jewett from UCLA to study further the in vitro and in vivo effectiveness of the approach in pancreatic cancer. Dr. Jewett created an innovative pancreatic cancer mouse model that comprises the human immune system repertoire in combination with implanted human cancer cells. Multiple experiments in different humanized mouse models are consistently showing with only one cycle of therapy – in humans five to ten are likely - what Dr. Jewett calls “the Holy Grail of cancer research”:

80-90% substantial tumor size reduction (volume and weight)

Remnant of tumor sack significantly infiltrated with effector immune cells indicating ongoing killing of cancer.

Significant correlation with expected immune response important to fight cancer detected in blood, and

No metastases

The confirming reproducibility and robustness of the therapeutic response in an aggressive form of human pancreatic cancer in several models is promising. We received FDA input from pre-IND interactions which helped solidify our IND-enabling plan as well as our investigational plan. We are now fully committed to process development/improvements and IND-enabling activities. We believe that we can complete IND-enabling activities in the second half of 2024 which if successful, would enable the start of clinical trials in humans during the second half of 2024. The investigational plan discussed with the FDA includes phase 1 safety testing broadly in all solid tumor types, followed by a phase 2a focusing on a few solid tumor types that are difficult to treat and have poor life expectancy, for example triple negative breast, second-line liver, head and neck cancers. Phase 2b would expand cohorts in cancers with the strongest response in phase 2a.

RENB-DC-12--XX: Genetically modified Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Product for Long-term Remission of Additional Indications

The technology is a platform that could potentially be adapted to other solid tumors first line and/or salvage therapy, by itself or, potentially, in combination with other cancer treatments. Additional cancer vaccine designs are being evaluated strategically to balance risk and opportunity to advance therapeutic development quickly in cancer indications with few treatment options.

Infectious Diseases:

HIV:

RENB-HV12: HIV Therapeutic Vaccines for Potential Long-term Remission/Cure

Allogeneic Cell Therapy Platform - Advanced Pre-Clinical Stage; Non-Human Primate Studies Ongoing.

In persons living with HIV who are controlling the spread of virus with anti-retroviral (ARV) treatment, boosting the immune system in a different way than the virus already has through infection, could allow for control of HIV after stopping ARVs.

Renovaro Inc. is developing RENB-HV12 that utilizes a novel cellular and immunotherapy approach that could potentially provide therapeutic vaccines for HIV. A non-human study of the therapeutic vaccine in primates at the Fred Hutchinson Cancer Research Center is ongoing. Animals began receiving the first injections of the potential therapeutic vaccine in August, 2022. Preliminary results assessment may potentially be available in the second half of 2023. A Pre-IND request could be submitted in the second half of 2024, with IND submission and the beginning of Phase I clinical trials by mid- to end-2025.

RENB-HV01: Autologous Transplant with Genetically Modified Cells:

FDA INTERACT Meeting Held February 2020 - Advanced Pre-Clinical Stage

We have pioneered a novel enabling technology (ALDH gene modification) that we believe will allow sufficient engraftment of the CCR5 gene-modified Hematopoietic Stem Cell (HSC) to eliminate the need for Antiretroviral Treatment (ART.)

Management conducted a successful FDA INTERACT Meeting in alignment with the Company’s experimental plan. Although in vitro and in vivo studies have demonstrated promising results, further development of RENB-HV01 at this time was deemed costly and a long-term undertaking. While the Company plans to return to full development of the approach when resources are available, it has become less attractive and been deprioritized for business reasons, while pipelines that could move more quickly have been prioritized (e.g., RENB-DC11). Therefore, a business decision was made to sub-license the ALDH gene modification.

RENB-HV01 was sub-licensed to Caring Cross with a profit share arrangement. Caring Cross is developing a CAR-T approach that they believe, when combined with Renovaro ALDH gene modification, could enhance engraftment of their CAR-T cell therapy and enhance their likelihood of success.

RENB-HV21: Immunotherapy with Allogeneic NK/GDT Cells

Allogeneic Cell Therapy Platform - Pre-IND conducted - Advanced Pre-Clinical with Human Data through a Collaboration

We are also exploring RENB-HV21, an innovative treatment for HIV with allogeneic Natural Killer (NK) and Gamma Delta T-Cells (GDT). It is believed that the GDT cells, a small subset of immune cells that can be infected with HIV, could both be infected by, and be a key factor in controlling the virus. The initial scientific findings were presented during the American Society of Gene & Cell Therapy (ASCGT) Annual Meeting in 2021. Renovaro Inc. has an exclusive license to use the underlying patent to develop RENB-HV21 for potential treatment or cure of HIV. A successful investigator-initiated Pre-IND was completed in October 2021. However, due to a shift in priorities to the Oncology pipeline, Renovaro does not plan to pursue the IND and potential clinical trial in the medium- to long-term.

HBV:

RENB-HB01: Potential Cure for HBV

HBV Gene Therapy - Pre-Clinical

RENB-HB01 is in an early pre-clinical phase as we explore various approaches for gene therapy design elements. If those explorations are successful, it is possible we could begin the regulatory process at the earliest in the second half of 2024. However, our highest priority is currently the oncology platform, beginning with pancreatic cancer and other solid tumors with poor life expectancy.

Corporate History

We were incorporated under the laws of the State of Delaware on January 18, 2011, under the name Putnam Hills Corp. and in 2014 we merged with and changed our name to DanDrit Biotech USA, Inc. In 2018, we acquired Enochian Biopharma and changed our name to Enochian BioSciences Inc. In August 2023, the Company changed its corporate name from Enochian Biosciences Inc. to Renovaro Biosciences Inc. On February 13, 2024, the Company changed its corporate name from Renovaro Biosciences Inc. to Renovaro Inc.

Going Concern and Management’s Plans

The financial statements included elsewhere herein for the period ended December 31, 2023, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. As of December 31, 2023, we had cash and cash equivalents of $243,980, an accumulated deficit of $257,733,402 and a working capital deficit of $11,355,216 and total liabilities of $14,422,584. We have incurred losses from continuing operations, have used cash in our continuing operations, and are dependent on additional financing to fund operations. These conditions raise substantial doubt about our ability to continue as a going concern for one year after the date the financial statements are issued. The financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

On September 28, 2023, the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“GEDi Cube”). Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company will acquire 100% of the equity interests of GEDi Cube from its equity holders (the “Sellers”) and GEDi Cube will become a wholly-owned subsidiary of the Company (the “Transaction”). On September 28, 2023, the board of directors of the Company, and the board of managers of GEDi Cube unanimously approved the Purchase Agreement (see Note 9.) On January 25, 2024, the Company held a Special Shareholders’ Meeting, during which the shareholders approved the issuance of the Company’s common stock to the Sekkers and the requisite increase in the amount of the Company’s authorized common stock. The Company is working with the GEDi Cube to close the transaction.

Results of Operations for the three and six months ended December 31, 2023, compared to the three and six months ended December 31, 2022

The following table sets forth our revenues, expenses and net loss for the three and six months ended December 31, 2023 and 2022. The financial information below is derived from our unaudited condensed consolidated financial statements.

	For the Three Months Ended												For the Six Months Ended
	December 31,						Increase/(Decrease)						December 31,						Increase/(Decrease)
	2023			2022			$			%			2023			2022			$			%
Operating Expenses
General and administrative	$	3,616,392		$	4,013,063		$	(396,671	)		(1	0)%	$	11,906,602		$	8,569,903		$	3,336,699			39	%
Research and development		620,521			325,959			294,562			90	%		1,187,165			2,931,334			(1,744,169	)		(60	)%
Depreciation and amortization		33,162			28,844			4,318			15	%		60,422			57,245			3,177			6	%
Total Operating Expenses		4,270,075			4,367,866			(97,791	)		(2	)%		13,154,189			11,558,482			1,595,707			14	%
LOSS FROM OPERATIONS		(4,270,075	)		(4,367,866	)		97,791			(2	)%		(13,154,189	)		(11,558,482	)		(1,595,707	)		14	%
Other Income (Expenses)
Loss on extinguishment of debt		—			—			—			0	%		(120,018	)		—			(120,018	)		100	%
Loss on extinguishment of contingent consideration liability		—			—			—			0	%		—			(419,182	)		419,182			(100	)%
Interest expense		(274,984	)		(92,892	)		(182,092	)		196	%		(454,255	)		(188,477	)		(265,778	)		141	%
Interest and other income		15,938			3,010			12,928			430	%		24,313			8,633			15,680			182	%
Total Other Income (Expenses)		(259,046	)		(89,882	)		(169,164	)		188	%		(549,960	)		(599,026	)		49,066			(8	)%
NET LOSS	$	(4,529,121	)	$	(4,457,748	)	$	(71,373	)		2	%	$	(13,704,149	)	$	(12,157,508	)	$	(1,546,641	)		13	%

Revenues

We are a pre-revenue, pre-clinical biotechnology company. We have never generated revenues and have incurred losses since inception. We do not anticipate earning any revenues until our therapies or products are approved for marketing and sale.

Expenses

Our operating expenses for the three months ended December 31, 2023 and 2022, were $4,270,075 and $4,367,866 respectively, representing a decrease of $97,791 or approximately 2%. The decrease in operating expenses primarily relates to the decrease in general and administrative expenses of $396,671 partially offset by the increase in research and development expenses of $294,562.

Our operating expenses for the six months ended December 31, 2023 and 2022, were $13,154,189 and $11,558,482 respectively, representing an increase of $1,595,707, or approximately 14%. The increase in operating expenses primarily relates to the increase in general and administrative expenses of $3,336,699 partially offset by the decrease in research and development expenses of $1,744,169.

General and administrative expenses for the three months ended December 31, 2023, and 2022, were $3,616,392 and $4,013,063, respectively, representing a decrease of $396,671 or approximately 10%. The variance is related to a decrease in legal expenses of $453,934, compensation and related expenses of $353,309, and accounting fees of $133,819, partially offset by an increase in investor relations expenses of $142,183, marketing expenses of $100,183, filing fees of $62,243 and insurance expenses of $60,525.

General and administrative expenses for the six months ended December 31, 2023, and 2022, were $11,906,602 and $8,569,903, respectively, representing an increase of $3,336,699 or approximately 39%. The variance is related to an increase in non-cash consulting fees of $4,470,000, investor relations expenses of $241,051, insurance expenses of $178,836, and marketing expenses of $121,183, partially offset by a decrease in compensation and related expenses of $970,649 and legal expenses of $859,497.

Research and development expenses for the three months ended December 31, 2023, and 2022, were $620,521 and $325,959, respectively, representing an increase of $294,562 or approximately 90%. The variance is primarily driven by an increase of $129,990 in consumables related to pre-clinical testing and $104,628 in consulting expenses related to regulatory and outsourced consultants.

Research and development expenses for the six months ended December 31, 2023, and 2022, were $1,187,165 and $2,931,334, respectively, representing a decrease of $1,744,169 or approximately 60%. The variance is primarily driven by a decrease of $2,188,807 in collaborating partner expenses with CDMO and CROs related to discontinued product candidates, partially offset by an increase in consumables of $239,619 and consulting expenses of $200,655.

The Company recorded other expense of $259,046 for the three months ended December 31, 2023, compared to other expense of $89,882 for the three months ended December 31, 2022, representing an increase in other expense of $169,164 or 188%. The variance is primarily due to an increase of $182,092 in interest expense related to the convertible promissory notes and other notes entered into in the current period.

The Company recorded other expense of $549,960 for the six months ended December 31, 2023, compared to other expense of $599,026 for the six months ended December 31, 2022, representing a decrease in other expense of $49,066 or 8%. The variance is primarily due to the loss on extinguishment of contingent consideration liability of 419,182 in the prior period, partially offset by an increase of $265,778 in interest expense and by the loss on extinguishment of debt of $120,018 in the current period.

Net Loss

Net loss for the three months ended December 31, 2023, and 2022, was $4,529,121 and $4,457,748, respectively, representing an increase in net loss of $71,373 or approximately 2%. The increase in net loss was primarily due to a decrease in general and administrative expenses of $396,671, partially offset by an increase in research and development expenses of $294,562 and $182,092 of additional interest expense.

Net loss for the six months ended December 31, 2023, and 2022, was $13,704,149 and $12,157,508, respectively, representing an increase in net loss of $1,546,641 or approximately 13%. The increase in net loss was primarily due to an increase in general and administrative expenses of $3,336,699, partially offset by a decrease in research and development expenses of $1,744,169.

Liquidity and Capital Resources

We have historically satisfied our capital and liquidity requirements through funding from stockholders, the sale of our Common Stock and warrants, and debt financing. We have never generated any sales revenue to support our operations and we expect this to continue until our therapies or products are approved for marketing in the United States and/or Europe. Even if we are successful in having our therapies or products approved for sale in the United States and/or Europe, we cannot guarantee that a market for the therapies or products will develop. We may never be profitable.

As noted above under the heading “Going Concern and Management’s Plans,” through December 31, 2023, we have incurred substantial losses. We will need additional funds for (a) research and development, (b) increases in personnel, and (c) the purchase of equipment, specifically to advance towards an Investigational New Drug Application (IND) following Pre-IND readouts from the FDA for RENB-DC11, RENB-HV12, RENB-HV01, RENB-HV21 and RENB-HB01. The availability of any required additional funding cannot be assured. In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in the future may be involved could adversely affect our liquidity and financial position. We may raise such funds from time to time through public or private sales of our equity or debt securities. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could materially adversely affect our growth plans and our financial condition and results of operations.

As of December 31, 2023, the Company had $243,980 in cash and working capital of $(11,355,216) as compared to $1,874,480 in cash and working capital of $(8,457,693) as of June 30, 2023, a decrease of 87% and 34%, respectively.

Assets

Total assets at December 31, 2023, were $58,018,120 compared to $58,300,796 as of June 30, 2023. The decrease in total assets was primarily due to the decrease in cash of $1,630,500, partially offset by increases in notes receivable of $1,073,625 and prepaids and other assets of $394,620.

Liabilities

Total liabilities at December 31, 2023, were $14,422,584 compared to $11,798,685 as of June 30, 2023. The increase in total liabilities was primarily related to increases of $2,569,379 in convertible notes payable, net of discount, $484,651 in other current liabilities and $281,095 in accounts payable, partially offset by a decrease of $684,947 in notes payable, net of discount.

The following is a summary of the Company’s cash flows (used in) or provided by operating, investing, and financing activities:

	Six Months Ended December 31, 2023			Six Months Ended December 31, 2022
Net Cash Used in Operating Activities	$	(5,923,830	)	$	(6,205,145	)
Net Cash Used in Investing Activities		(1,115,209	)		(23,633	)
Net Cash Provided by Financing Activities		5,409,682			1,158,375
Effect of exchange rates on cash		(1,143	)		17,157
Change in Cash and Cash Equivalents	$	(1,630,500	)	$	(5,053,246	)

Cash Flows

Cash used in operating activities for the six months ended December 31, 2023, and 2022 was ($5,923,830) and ($6,205,145), respectively. Cash used in operating activities during the current period primarily related to the next loss including $1,187,165 in research and development expenses for CDMO and CRO costs, along with approximately $5,554,634 in general and administrative expenses, net of non-cash items, partially offset by an increase in accounts payable of $281,095 due to the timing of cash payments and a $516,296 increase in prepaid expenses.

Cash used in investing activities for the six months ended December 31, 2023, and 2022 was ($1,115,209) and ($23,633), respectively. Cash used in investing activities during the current period related to the issuance of notes receivable totaling $1,050,000 in principal and $23,625 of interest accrued as of December 31, 2023 (see Note 3.)

Cash provided by financing activities for the six months ended December 31, 2023, was $5,409,682 as compared to cash provided by financing activities of $1,158,375 during the six months ended December 31, 2022. During the six months ended December 31, 2023, the Company received net proceeds of $3,490,000 from issuance of promissory notes, $2,000,000 from a private placement and $341,865 from Common Stock warrants exercised, that were partially offset by $422,183 in repayment of a finance agreement.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Significant Accounting Policies and Critical Accounting Estimates

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.

For a summary of our accounting policies, see Note 1 to the unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this Report was prepared.

The Certifying Officers are responsible for establishing and maintaining adequate internal control over financial reporting for the Company and used the “Internal Control over Financial Reporting Integrated Framework” issued by the Committee of Sponsoring Organizations (“COSO”) to conduct an extensive review of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act, Rules 13a-15(e) and 15-d-15(e)) as of the end of each of the periods covered by this Report (the “Evaluation Date”). Based upon that evaluation, the Certifying Officers concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective in ensuring that the information we were required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The deficiency is attributed to the Company not having adequate resources to address complex accounting matters. This control deficiency will be monitored, and attention will be given to this matter as we grow.

The Certifying Officers based their conclusion on the fact that the Company has identified a material weakness in controls over financial reporting, detailed above. We expect to be deficient in our disclosure controls and procedures until sufficient capital is available to hire the appropriate internal accounting staff.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the three months ended December 31, 2023, that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Securities Class Action Litigation. On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the “Manici Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District of California against the Company and certain of the Company’s current and former officers and directors. The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects. The complaints seek unspecified damages, interest, fees, and costs. On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice, but the Chow action remains pending. On October 22, 2023, the Court appointed a lead plaintiff in the Chow Action. The lead plaintiff filed an amended complaint on December 15, 2023. The Company intends to file a motion to dismiss the amended complaint but expresses no opinion as to the likelihood of a favorable outcome.

On October 21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech Bio LLC (“G Tech”), SG & AW Holdings, LLC, and Seraph Research Institute (“SRI”) (collectively, the “Defendants”). The Complaint alleges that the defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the Defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims, as well as a motion to strike. On September 6, 2023, the Court denied in part and granted in part the pending motions. On September 7, 2023, the Court entered a case management order setting the final status conference, trial, and other intervening deadlines.

On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against certain officers, directors, and investors of the Company, as well as other defendants. The Verified Stockholder Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a) and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934. The Derivative Complaint also includes claims of breach of fiduciary duty, corporate waste, unjust enrichment, and contribution/indemnification. Weird Science and Wittekind seek unspecified compensatory, exemplary and punitive damages and certain injunctive relief. Simultaneously with the Derivative Complaint, Weird Science and Wittekind filed an emergency Ex Parte Application for Temporary Restraining Order (“Application”) asking the Court enjoin a special meeting of the Company’s stockholders notice for January 25, 2024. As the basis for the Application, Weird Science and Wittekind recited many of the same allegations as in the Derivative Complaint. The Court denied the Application on January 24, 2024. The Company denies the allegations in the Derivative Complaint and intends to vigorously defend against the claims asserted therein.

Item 1A. Risk Factors.

Risk factors that may affect our business and financial results are discussed within Item 1A ”Risk Factors” of our annual report for the fiscal year ended June 30, 2023, on Form 10-K (“2023 Form 10-K”) filed with the SEC on October 2, 2023. There have been no material changes to the disclosures relating to this item from those set forth in our 2023 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a)

Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description

3.1		Certificate of Incorporation, as amended**

4.1		Form of 5% Original Issue Discount Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on October 10, 2023)

10.1		Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on October 10, 2023)

31.1**		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.2**		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

32.1***		Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

32.2***		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

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

**	Filed herewith.
***	Furnished herewith.

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: February 14, 2024	RENOVARO INC.

	By:	/s/ Mark Dybul
		Mark Dybul
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Luisa Puche
		Luisa Puche
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 3.1

Exhibit 31.1

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Mark Dybul, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended December 31, 2023, 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-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 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: February 14, 2024	By:	/s/ Mark Dybul
	Name:	Mark Dybul
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Luisa Puche, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended December 31, 2023, of Renovaro Inc.;

(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: February 14, 2024	By:	/s/ Luisa Puche
	Name:	Luisa Puche
	Title:	Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Renovaro Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2023 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2024	By:	/s/ Mark Dybul
	Name:	Mark Dybul
	Title:	Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Renovaro Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2024	By:	/s/ Luisa Puche
	Name:	Luisa Puche
	Title:	Chief Financial Officer (Principal Financial Officer)

Cover - shares	6 Months Ended
Cover - shares	Dec. 31, 2023	Feb. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	001-38758
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
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RENB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		143,668,372

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Jun. 30, 2023
CURRENT ASSETS:
Cash	$ 243,980	$ 1,874,480
Notes receivable	1,073,625
Prepaids and other assets	1,085,545	690,925
Total Current Assets	2,403,150	2,565,405
Property and equipment, net	496,896	508,989
OTHER ASSETS:
Definite life intangible assets, net	32,641	39,676
Indefinite life intangible assets	42,611,000	42,611,000
Goodwill	11,640,000	11,640,000
Deposits and other assets	21,742	21,741
Operating lease right-of-use assets	812,691	913,985
Total Other Assets	55,118,074	55,226,402
TOTAL ASSETS	58,018,120	58,300,796
CURRENT LIABILITIES:
Accounts payable – trade	5,577,917	5,296,823
Accrued expenses	783,601	723,173
Other current liabilities	669,384	184,733
Current portion of operating lease liabilities	218,085	193,422
Notes payable, net	3,940,000	4,624,947
Convertible notes payable	2,569,379
Total Current Liabilities	13,758,366	11,023,098
NON-CURRENT LIABILITIES:
Operating lease liabilities, net of current portion	664,218	775,587
Total Non-Current Liabilities	664,218	775,587
Total Liabilities	14,422,584	11,798,685
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; Series A Convertible Preferred;1,000,000 shares designated; 561,010 shares issued and outstanding at December 31, 2023 and zero 0 shares issued and outstanding at June 30, 2023	56
Common Stock, par value $0.0001, 100,000,000 shares authorized, 67,224,089 shares issued and outstanding at December 31, 2023, and 63,698,144 shares issued and outstanding at June 30, 2023	6,724	6,371
Additional paid-in capital	301,349,389	290,554,875
Accumulated deficit	(257,733,402)	(244,029,253)
Accumulated other comprehensive loss	(27,231)	(29,882)
Total Stockholders’ Equity	43,595,536	46,502,111
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 58,018,120	$ 58,300,796

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Jun. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	561,010	0
Preferred stock, shares outstanding	561,010	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	67,224,089	63,698,144
Common stock, shares outstanding	67,224,089	63,698,144

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Operating Expenses
General and administrative	$ 3,616,392	$ 4,013,063	$ 11,906,602	$ 8,569,903
Research and development	620,521	325,959	1,187,165	2,931,334
Depreciation and amortization	33,162	28,844	60,422	57,245
Total Operating Expenses	4,270,075	4,367,866	13,154,189	11,558,482
LOSS FROM OPERATIONS	(4,270,075)	(4,367,866)	(13,154,189)	(11,558,482)
Other Income (Expenses)
Loss on extinguishment of debt			(120,018)
Loss on extinguishment of contingent consideration				(419,182)
Interest expense	(274,984)	(92,892)	(454,255)	(188,477)
Interest and other income	15,938	3,010	24,313	8,633
Total Other Income (Expense)	(259,046)	(89,882)	(549,960)	(599,026)
NET LOSS	$ (4,529,121)	$ (4,457,748)	$ (13,704,149)	$ (12,157,508)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Loss per share, Basic	$ (0.07)	$ (0.08)	$ (0.21)	$ (0.22)
Loss per share, Diluted	$ (0.07)	$ (0.08)	$ (0.21)	$ (0.22)
Weighted average number of shares of common stock outstanding, Basic	65,852,497	55,509,239	65,166,625	55,304,356
Weighted average number of shares of common stock outstanding, Diluted	65,852,497	55,509,239	65,166,625	55,304,356

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net Loss	$ (4,529,121)	$ (4,457,748)	$ (13,704,149)	$ (12,157,508)
Other Comprehensive Income (Loss)
Foreign currency translation, net of taxes	37,252	7,915	2,651	161
Comprehensive Loss	$ (4,491,869)	$ (4,449,833)	$ (13,701,498)	$ (12,157,347)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)	Series A Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Jun. 30, 2022		$ 5,302	$ 276,989,179	$ (204,345,197)	$ (30,436)	$ 72,618,848
Beginning balance, shares at Jun. 30, 2022		53,007,082
Stock issued pursuant to warrants exercised		$ 125	1,624,875			1,625,000
Stock issued pursuant to warrants exercised, shares		1,250,000
Shares issued for earn-out		$ 125	2,762,375			2,762,500
Shares issued for earn-out, shares		1,250,000
Stock-based compensation			1,026,008			1,026,008
Net loss				(7,699,760)		(7,699,760)
Foreign currency translation adjustment					(7,754)	(7,754)
Ending balance, value at Sep. 30, 2022		$ 5,552	282,402,437	(212,044,957)	(38,190)	70,324,842
Ending balance, shares at Sep. 30, 2022		55,507,082
Beginning balance, value at Jun. 30, 2022		$ 5,302	276,989,179	(204,345,197)	(30,436)	72,618,848
Beginning balance, shares at Jun. 30, 2022		53,007,082
Net loss						(12,157,508)
Ending balance, value at Dec. 31, 2022		$ 5,572	283,426,764	(216,502,705)	(30,275)	66,899,356
Ending balance, shares at Dec. 31, 2022		55,705,521
Beginning balance, value at Sep. 30, 2022		$ 5,552	282,402,437	(212,044,957)	(38,190)	70,324,842
Beginning balance, shares at Sep. 30, 2022		55,507,082
Shares issued in lieu of interest on $1.2 million note payable extension		$ 20	204,372			204,392
Shares issued in lieu of interest on $1.2 million note payable extension, shares		198,439
Stock-based compensation			819,955			819,955
Net loss				(4,457,748)		(4,457,748)
Foreign currency translation adjustment					7,915	7,915
Ending balance, value at Dec. 31, 2022		$ 5,572	283,426,764	(216,502,705)	(30,275)	66,899,356
Ending balance, shares at Dec. 31, 2022		55,705,521
Beginning balance, value at Jun. 30, 2023		$ 6,371	290,554,875	(244,029,253)	(29,882)	46,502,111
Beginning balance, shares at Jun. 30, 2023		63,698,144
Issuance of preferred stock and warrants in private placement	$ 28		1,999,972			2,000,000
Issuance of preferred stock and warrants in private placement, shares	280,505
Issuance of preferred stock and warrants for conversion of $2 million Note	$ 28		1,999,973			2,000,001
Issuance of preferred stock and warrants for conversion $2 million Note, shares	280,505
Restricted shares issued for services rendered		$ 200	4,469,800			4,470,000
Restricted shares issued for services rendered, shares		2,000,000
Stock-based compensation			983,829			983,829
Net loss				(9,175,028)		(9,175,028)
Foreign currency translation adjustment					(34,601)	(34,601)
Ending balance, value at Sep. 30, 2023	$ 56	$ 6,571	300,008,449	(253,204,281)	(64,483)	46,746,312
Ending balance, shares at Sep. 30, 2023	561,010	65,698,144
Beginning balance, value at Jun. 30, 2023		$ 6,371	290,554,875	(244,029,253)	(29,882)	46,502,111
Beginning balance, shares at Jun. 30, 2023		63,698,144
Net loss						(13,704,149)
Ending balance, value at Dec. 31, 2023	$ 56	$ 6,724	301,349,389	(257,733,402)	(27,231)	43,595,536
Ending balance, shares at Dec. 31, 2023	561,010	67,224,089
Beginning balance, value at Sep. 30, 2023	$ 56	$ 6,571	300,008,449	(253,204,281)	(64,483)	46,746,312
Beginning balance, shares at Sep. 30, 2023	561,010	65,698,144
Stock issued pursuant to warrants exercised		$ 53	341,812			341,865
Stock issued pursuant to warrants exercised, shares		525,945
Restricted shares issued for advisory services		$ 100	(100)
Restricted shares issued for advisory services, shares		1,000,000
Stock-based compensation			999,228			999,228
Net loss				(4,529,121)		(4,529,121)
Foreign currency translation adjustment					37,252	37,252
Ending balance, value at Dec. 31, 2023	$ 56	$ 6,724	$ 301,349,389	$ (257,733,402)	$ (27,231)	$ 43,595,536
Ending balance, shares at Dec. 31, 2023	561,010	67,224,089

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (13,704,149)	$ (12,157,508)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation and amortization	60,422	57,245
Loss on extinguishment of debt	120,018
Loss on extinguishment of contingent consideration liability		419,182
Stock based compensation expense	1,983,057	1,845,963
Restricted shares for services rendered	4,470,000
Amortization of discount on notes payable	364,415	149,242
Changes in assets and liabilities:
Other receivables		46
Prepaid expenses/deposits	516,296	425,233
Accounts payable	281,095	3,153,358
Accrued expenses	(29,571)	(68,554)
Other current liabilities		(18,520)
Operating leases, net	14,587	(10,832)
NET CASH USED IN OPERATING ACTIVITIES	(5,923,830)	(6,205,145)
CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable	(1,073,625)
Purchase of property and equipment	(41,584)	(23,633)
NET CASH USED IN INVESTING ACTIVITIES	(1,115,209)	(23,633)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of promissory notes	2,540,000
Repayment of finance agreement	(422,183)	(466,625)
Proceeds from private placement	2,000,000
Proceeds from notes payable	950,000
Proceeds from exercise of warrants	341,865	1,625,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	5,409,682	1,158,375
Effect of exchange rates on cash	(1,143)	17,157
NET CHANGE IN CASH	(1,630,500)	(5,053,247)
CASH, BEGINNING OF PERIOD	1,874,480	9,172,142
CASH, END OF PERIOD	243,980	4,118,896
Cash paid during the period for:
Interest	5,256	30,332
Income Taxes
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Finance agreement entered into in exchange for prepaid assets	906,834	1,139,875
Shares in lieu of interest on $1.2 million notes payable extension		204,392
Common shares issued for contingent earn out liability		2,762,500
Conversion of note payable for issuance of preferred stock	2,000,001
Debt discount related to convertible promissory notes	105,263
Debt discount related to $3 million notes payable	90,000
Debt discount related to $1 million note payable	$ 50,000

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Intangible Assets – The Company has both definite and indefinite life intangible assets.

The carrying value of IPR&D and goodwill at December 31, 2023, were $42,611,000 and $11,640,000, respectively.

GOING CONCERN

6 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 — GOING CONCERN

NOTES RECEIVABLE

6 Months Ended

Dec. 31, 2023

Notes Receivable

NOTES RECEIVABLE

NOTE 3 — NOTES RECEIVABLE

PROPERTY AND EQUIPMENT

6 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4 — PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
	Useful Life		December 31, 2023			June 30, 2023
Lab Equipment and Instruments		4-7	$	617,882		$	576,298
Leasehold Improvements		10		224,629			224,629
Furniture, Fixtures and Equipment		4-7		172,861			172,861
Total				1,015,372			973,788
Less Accumulated Depreciation				(518,476	)		(464,799	)
Net Property and Equipment			$	496,896		$	508,989

INTANGIBLE ASSETS

6 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 5 — INTANGIBLE ASSETS

At December 31, 2023, and June 30, 2023, definite and indefinite-life intangible assets consisted of the following:

Schedule of intangible assets
	Useful Life	June 30, 2023			Period Change			Effect of Currency Translation			December 31, 2023
Definite Life Intangible Assets
Patents	20 Years	$	290,936		$	—		$	3,488		$	294,424
Less Accumulated Amortization			(251,260	)		(6,745	)		(3,778	)		(261,783	)
Net Definite-Life Intangible Assets		$	39,676		$	(6,745	)	$	(290	)	$	32,641

Indefinite Life Intangible Assets
License Agreement		$	42,611,000			—			—		$	42,611,000
Goodwill			11,640,000			—			—			11,640,000
Total Indefinite Life Intangible Assets		$	54,251,000			—			—		$	54,251,000

Expected future amortization expense is as follows:


Year ending June 30,
	2024	$	2,059
	2025		10,194
	2026		10,194
	2027		10,194
	Total	$	32,641

LEASES

6 Months Ended

Dec. 31, 2023

Leases

LEASES

NOTE 6 — LEASES

The Company identified and assessed the following significant assumptions in recognizing the right-of-use asset and corresponding liabilities:

Below are the lease commitments for the next 5 years:

	Schedule of lease commitments
Year Ending June 30^th		Lease Expense
	2024		123,602
	2025		253,384
	2026		260,985
	2027		268,815
	2028		45,021
	Sub-total		951,807
	Less imputed interest		(69,504	)
	Total	$	882,303

Sublease Agreement

The Company recognized operating income from the sublease on a straight-line basis in its statements of operations over the sublease term.

During the three and six months ended December 31, 2023 and 2022, the net operating lease expenses were as follows:


	For the Three Months Ended					For the Six Months Ended
	December 31,					December 31,
	2023		2022			2023		2022

Operating Lease Expense	$	60,922	$	96,730		$	129,664	$	140,660
Sub lease Income		—		(53,310	)		—		(106,620	)

Total Net Lease Expense	$	60,922	$	43,420		$	129,664	$	34,040

DEBT

6 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT

NOTE 7 — DEBT

Convertible Notes Payable —

The 2023 Notes will be accounted for under ASC 470-20, and all proceeds received from the issuance will be recognized as a liability on the balance sheet net of discount.

Notes Payable—

Finance Agreement —

STOCKHOLDERS’ EQUITY

6 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 — STOCKHOLDERS’ EQUITY

Dividends — Holders of Common Stock are entitled to receive ratably such dividends as the Board from time to time may declare out of funds legally available.

Purchase Agreement with Lincoln Park Capital

In consideration for entering into the 2023 Purchase Agreement, the Company issued 696,021 shares of Common Stock to Lincoln Park as a commitment fee on June 20, 2023.

During the three and six months ended December 31, 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Preferred Stock Issuances

Common Stock Issuances

Between July 28, 2023 and September 28, 2023, the Company issued 2,000,000 shares of Common Stock for consulting services.

On October 23, 2023 the Company issued 1,000,000 shares of Common Stock for advisory services to Avram Miller, the Company’s board of directors.

On December 4, 2023 the Company issued 525,945 shares of Common Stock pursuant to warrants exercised for cash proceeds of $341,865.

Stock-based Compensation


	Renovaro Inc.
Expected term (in years)		5.0 – 6.5
Volatility		84.33% – 106.60%
Risk free interest rate		3.12% – 4.83%
Dividend yield		0%

Plan Options

All of the above options are exercisable at the market price of the Company’s Common Stock on the date of the grant.

A summary of the status of the Plan Options outstanding at December 31, 2023, is presented below:

Schedule of stock options outstanding
	Options Outstanding								Options Exercisable
	Exercise Price Ranges		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price
	$	0.45–4.50		1,798,356		8.60	$	2.12		883,777		8.01	$	2.50
	$	4.51–6.50		2,535,360		7.15	$	4.89		1,834,769		6.95	$	5.01
	$	6.51–12.00		796,393		6.69	$	8.03		715,283		6.53	$	8.01
Total				5,130,110		7.58	$	4.41		3,433,830		7.14	$	4.99

A summary of the status of the Plan Options at December 31, 2023, and changes since July 1, 2023, are presented below:

Schedule of stock option activity
	Shares			Weighted Average Exercise Price		Average Remaining Life		Weighted Average Intrinsic Value

Outstanding at beginning of period		4,401,211		$	4.78		7.82	$	—
Granted		735,899		$	2.19
Exercised		—		$	—
Forfeited		—		$	—
Expired/Canceled		(7,000	)	$	6.98
Outstanding at end of period		5,130,110		$	4.41		7.58	$	—
Exercisable at end of period		3,433,830		$	4.99		7.14	$	1,996,039

Common Stock Purchase Warrants

A summary of the status of the Common Stock Purchase Warrants outstanding at December 31, 2023, is presented below:


	Warrants Outstanding								Warrants Exercisable
	Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price
	$	0.53		2,359,266		4.49				2,359,266		4.49
	$	0.65		2,279,105		3.44				2,279,105		3.44
	$	1.14		1,189,036		4.23				1,189,036		4.23
Total				5,827,407		4.03	$	0.70		5,827,407		4.03	$	0.70

A summary of the warrants outstanding at December 31, 2023, and changes since July 1, 2023, are presented below:

Schedule of warrants outstanding
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Life

Outstanding at beginning of period		3,548,302		$	0.73		4.80
Granted		2,805,050		$	0.65		3.44
Exercised		(525,945	)	$	0.65		—
Cancelled/Expired		—		$	—		—
Outstanding and exercisable at end of period		5,827,407		$	0.70		4.03

Restricted Stock Awards (RSA)

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Commitments

G-Tech and SRI are controlled by Anderson Wittekind, a stockholder of the Company.

Service Agreements –The Company maintains employment agreements with certain senior staff in the ordinary course of business.

Contingencies

RELATED PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE 10 — RELATED PARTY TRANSACTIONS

SUBSEQUENT EVENTS

6 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Business	Business – On February 13, 2024, the Company changed its corporate name from Renovaro Biosciences Inc. to Renovaro Inc. (“Renovaro”, and together with its subsidiaries, the “Company”, “we” or “us”). In August 2023, the Company changed its corporate name from Enochian Biosciences Inc. to Renovaro Biosciences Inc. The Company engages in the research and development of pharmaceutical and biological products for the treatment of cancer, HIV, and HBV with the intent to manufacture said products.
Going Concern	Going Concern – These financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue, has incurred substantial recurring losses from continuing operations and has an accumulated deficit of $257,733,402, and a working deficit of $11,355,216 as of December 31, 2023. The continuation of the Company as a going concern is dependent upon (i) its ability to successfully obtain FDA approval of its product candidates, (ii) its ability to obtain any necessary debt and/or equity financing, and (iii) its ability to generate profits from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Basis of Presentation	Basis of Presentation – The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2023, and 2022 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2023, audited financial statements. The results of operations for the periods ended December 31, 2023, and 2022 are not necessarily indicative of the operating results for the full year.
Consolidation	Consolidation – For the three and six months ended December 31, 2023, and 2022, the condensed consolidated financial statements include the accounts and operations of the Registrant and its subsidiaries. All material inter-company transactions and accounts have been eliminated in the consolidation.
Accounting Estimates	Accounting Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value and potential impairment of intangible assets, and the fair value of equity instruments issued.
Functional Currency & Foreign Currency Translation	Functional Currency & Foreign Currency Translation – The functional currency of Renovaro Denmark is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods ended December 31, 2023, and 2022. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.
Cash and Cash Equivalents	Cash and Cash Equivalents – The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in financial institutions in Denmark and in the United States in excess of federally insured amounts at December 31, 2023, and June 30, 2023, of $91,387 and $1,526,990, respectively.
Property and Equipment	Property and Equipment – Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized and depreciated upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets, which range from four to ten years (see Note 4.)
Intangible Assets	Intangible Assets – The Company has both definite and indefinite life intangible assets. Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Definite life intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Definite life intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application. Indefinite life intangible assets include license agreements and goodwill. The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment, as well as whenever events or changes in circumstances indicate the carrying value may not be recoverable.
Goodwill	Goodwill – Goodwill is not amortized but is evaluated for impairment annually as of June 30^th of each fiscal year or whenever events or changes in circumstances indicate the carrying value may not be recoverable.
Impairment of Goodwill and Indefinite Lived Intangible Assets	Impairment of Goodwill and Indefinite Lived Intangible Assets – We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the carrying value of the reporting unit exceeds its fair value, we record an impairment loss for such excess. The annual fair value analysis performed on goodwill supported that goodwill was not impaired as of June 30, 2023, and no additional impairment is deemed necessary as of December 31, 2023 (see Note 5.) For indefinite-lived intangible assets, such as licenses acquired as an IPR&D asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. For the year ended June 30, 2023, the carrying value of the licenses acquired as an IPR&D asset exceeded its fair value. Therefore, the Company recorded an impairment loss of $18,960,000 during the year ended June 30, 2023. No impairment was deemed necessary as of December 31, 2023 (see Note 5.) The carrying value of IPR&D and goodwill at December 31, 2023, were $42,611,000 and $11,640,000, respectively.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets – Long-lived assets, such as property and equipment, definite and indefinite life intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use are their respective fair values.
Leases	Leases – In accordance with ASC Topic 842, the Company determined the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter. The lease terms include any renewal options and termination options that the Company is reasonably assured to exercise, if applicable. The present value of lease payments is determined by using the implicit interest rate in the lease, if that rate is readily determinable; otherwise, the Company develops an incremental borrowing rate based on the information available at the commencement date in determining the present value of the future payments. Rent expense for operating leases is recognized on a straight-line basis, unless the operating lease right of use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations. For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, insurance, and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred (see Note 6.)
Research and Development Expenses	Research and Development Expenses – The Company expenses research and development costs incurred in formulating, improving, validating, and creating alternative or modified processes related to and expanding the use of the Oncology, HIV and HBV therapies and technologies for use in the prevention, treatment, amelioration of and/or therapy for Oncology, HIV and HBV. Research and development expenses for the three and six months ended December 31, 2023, amounted to $620,521, and $1,187,165, respectively. Research and development expenses for the three and six months ended December 31, 2022, amounted to $325,959, and $2,931,334, respectively.
Income Taxes	Income Taxes – The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Accounting for Income Taxes”, which requires an asset and liability approach for accounting for income taxes.
Loss Per Share	Loss Per Share – The Company calculates earnings/ (loss) per share in accordance with FASB ASC Topic 260, “Earnings Per Share”. Basic earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of Common Stock. Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised and shares issuable upon conversion of convertible preferred stock and convertible notes. Because of the net loss for the three and six months ended December 31, 2023, and 2022, the dilutive shares for both periods were excluded from the Diluted EPS calculation as the effect of these potential shares of Common Stock is anti-dilutive. The Company had 18,217,727 and 4,833,436 potential shares of Common Stock excluded from the Diluted EPS calculation as of December 31, 2023, and December 31, 2022, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments – The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. There were no Level 1, 2, or 3 assets, nor any Level 1, 2, or 3 liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, respectively. During the three and six months ended December 31, 2022, there was zero 0 and $419,182 loss on extinguishment of the contingent consideration liability.
Stock Options and Restricted Share Units	Stock Options and Restricted Share Units – The Company has granted stock options, restricted share units (“RSUs”) and warrants. The Company accounts for stock-based awards in accordance with the provisions of FASB ASC Topic 718, “Compensation - Stock Compensation”.
Stock-Based Compensation	Stock-Based Compensation – The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation”. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to consultants and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the required service period, which is generally the vesting period. Stock based compensation costs for the vesting of options and RSUs granted for the three and six months ended December 31, 2023 were $999,228 and $1,983,057, respectively. Stock based compensation costs for the vesting of options and RSUs granted for the three and six months ended December 31, 2022 were $819,955 and $1,845,963, respectively (See Note 8.)
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements – Recent accounting pronouncements issued by the FASB do not or are not believed by management to have a material impact on the Company’s present or future financial statements.

PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Schedule of property and equipment
	Useful Life		December 31, 2023			June 30, 2023
Lab Equipment and Instruments		4-7	$	617,882		$	576,298
Leasehold Improvements		10		224,629			224,629
Furniture, Fixtures and Equipment		4-7		172,861			172,861
Total				1,015,372			973,788
Less Accumulated Depreciation				(518,476	)		(464,799	)
Net Property and Equipment			$	496,896		$	508,989

INTANGIBLE ASSETS (Tables)

6 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Schedule of intangible assets
	Useful Life	June 30, 2023			Period Change			Effect of Currency Translation			December 31, 2023
Definite Life Intangible Assets
Patents	20 Years	$	290,936		$	—		$	3,488		$	294,424
Less Accumulated Amortization			(251,260	)		(6,745	)		(3,778	)		(261,783	)
Net Definite-Life Intangible Assets		$	39,676		$	(6,745	)	$	(290	)	$	32,641

Indefinite Life Intangible Assets
License Agreement		$	42,611,000			—			—		$	42,611,000
Goodwill			11,640,000			—			—			11,640,000
Total Indefinite Life Intangible Assets		$	54,251,000			—			—		$	54,251,000

Schedule of expected future amortization expense


Year ending June 30,
	2024	$	2,059
	2025		10,194
	2026		10,194
	2027		10,194
	Total	$	32,641

LEASES (Tables)

6 Months Ended

Dec. 31, 2023

Leases

Schedule of lease commitments

	Schedule of lease commitments
Year Ending June 30^th		Lease Expense
	2024		123,602
	2025		253,384
	2026		260,985
	2027		268,815
	2028		45,021
	Sub-total		951,807
	Less imputed interest		(69,504	)
	Total	$	882,303

Schedule of net operating lease expenses


	For the Three Months Ended					For the Six Months Ended
	December 31,					December 31,
	2023		2022			2023		2022

Operating Lease Expense	$	60,922	$	96,730		$	129,664	$	140,660
Sub lease Income		—		(53,310	)		—		(106,620	)

Total Net Lease Expense	$	60,922	$	43,420		$	129,664	$	34,040

STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted


	Renovaro Inc.
Expected term (in years)		5.0 – 6.5
Volatility		84.33% – 106.60%
Risk free interest rate		3.12% – 4.83%
Dividend yield		0%

Schedule of stock options outstanding

Schedule of stock options outstanding
	Options Outstanding								Options Exercisable
	Exercise Price Ranges		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price
	$	0.45–4.50		1,798,356		8.60	$	2.12		883,777		8.01	$	2.50
	$	4.51–6.50		2,535,360		7.15	$	4.89		1,834,769		6.95	$	5.01
	$	6.51–12.00		796,393		6.69	$	8.03		715,283		6.53	$	8.01
Total				5,130,110		7.58	$	4.41		3,433,830		7.14	$	4.99

Schedule of stock option activity

Schedule of stock option activity
	Shares			Weighted Average Exercise Price		Average Remaining Life		Weighted Average Intrinsic Value

Outstanding at beginning of period		4,401,211		$	4.78		7.82	$	—
Granted		735,899		$	2.19
Exercised		—		$	—
Forfeited		—		$	—
Expired/Canceled		(7,000	)	$	6.98
Outstanding at end of period		5,130,110		$	4.41		7.58	$	—
Exercisable at end of period		3,433,830		$	4.99		7.14	$	1,996,039

Schedule of common stock purchase warrants outstanding


	Warrants Outstanding								Warrants Exercisable
	Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price
	$	0.53		2,359,266		4.49				2,359,266		4.49
	$	0.65		2,279,105		3.44				2,279,105		3.44
	$	1.14		1,189,036		4.23				1,189,036		4.23
Total				5,827,407		4.03	$	0.70		5,827,407		4.03	$	0.70

Schedule of warrants outstanding

Schedule of warrants outstanding
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Life

Outstanding at beginning of period		3,548,302		$	0.73		4.80
Granted		2,805,050		$	0.65		3.44
Exercised		(525,945	)	$	0.65		—
Cancelled/Expired		—		$	—		—
Outstanding and exercisable at end of period		5,827,407		$	0.70		4.03

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Accounting Policies [Abstract]
Accumulated deficit	$ 257,733,402		$ 257,733,402		$ 244,029,253
Working capital deficit	11,355,216		11,355,216
Cash held in financial institutions	91,387		91,387		1,526,990
Goodwill impairment loss					18,960,000
Carrying value of IPR&D	42,611,000		42,611,000		42,611,000
Goodwill	11,640,000		11,640,000		$ 11,640,000
Research and development expense	620,521	$ 325,959	1,187,165	$ 2,931,334
Loss on extinguishment of the contingent consideration liability		0		419,182
Stock based compensation costs for vesting of options and RSUs granted	$ 999,228	$ 819,955	$ 1,983,057	$ 1,845,963

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 4,529,121	$ 9,175,028	$ 4,457,748	$ 7,699,760	$ 13,704,149	$ 12,157,508
Cash and cash equivalents	243,980				243,980		$ 1,874,480
Accumulated deficit	257,733,402				257,733,402		$ 244,029,253
Working capital deficit	$ 11,355,216				$ 11,355,216

NOTES RECEIVABLE (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
NOTES RECEIVABLE (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 18, 2023	Aug. 11, 2023
Notes Receivable
Promissory notes amount				$ 500,000	$ 550,000
Promissory notes amount total				$ 1,050,000	$ 1,050,000
Accrued interest rate		6.00%
Accrued interest value	$ 15,750	$ 23,625
Notes receivable value		$ 1,073,625

PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2023	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Total	$ 1,015,372	$ 973,788
Less Accumulated Depreciation	(518,476)	(464,799)
Net Property and Equipment	496,896	508,989
Lab Equipment And Instruments [Member]
Property, Plant and Equipment [Line Items]
Total	$ 617,882	576,298
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years
Total	$ 224,629	224,629
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	$ 172,861	$ 172,861
Minimum [Member] \| Lab Equipment And Instruments [Member]
Property, Plant and Equipment [Line Items]
Useful Life	4 years
Minimum [Member] \| Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful Life	4 years
Maximum [Member] \| Lab Equipment And Instruments [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Maximum [Member] \| Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 27,198	$ 27,338	$ 53,677	$ 54,253

INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($)	6 Months Ended
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($)	Dec. 31, 2023	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Period Change
Effect of Currency Translation	(290)
Definite-life intangible assets	32,641	$ 39,676
Definite-life intangible assets period change	(6,745)
Indefinite Life Intangible Assets	$ 54,251,000	54,251,000
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	20 years
Definite-life intangible assets	$ 294,424	290,936
Period Change
Effect of Currency Translation	3,488
Accumulated Amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Period Change	(6,745)
Effect of Currency Translation	(3,778)
Definite-life intangible assets	(261,783)	(251,260)
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Period Change
Indefinite Life Intangible Assets	42,611,000	42,611,000
Goodwill [Member]
Finite-Lived Intangible Assets [Line Items]
Period Change
Indefinite Life Intangible Assets	$ 11,640,000	$ 11,640,000

INTANGIBLE ASSETS AND GOODWILL (Details 1) - USD ($)	Dec. 31, 2023	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 2,059
2025	10,194
2026	10,194
2027	10,194
Total	$ 32,641	$ 39,676

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Indefinite-Lived Intangible Assets [Line Items]
Definite-life intangible assets	$ 32,641		$ 32,641		$ 39,676
Amortization expense	$ 5,964	$ 1,507	$ 6,745	$ 2,993
In Process Research and Development [Member]
Indefinite-Lived Intangible Assets [Line Items]
Impairment loss					$ 18,960,000

LEASES (Details)	Dec. 31, 2023 USD ($)
Leases
2024	$ 123,602
2025	253,384
2026	260,985
2027	268,815
2028	45,021
Sub-total	951,807
Less imputed interest	(69,504)
Total	$ 882,303

LEASES (Details 1) - USD ($)	3 Months Ended		6 Months Ended
LEASES (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating Lease Expense	$ 60,922	$ 96,730	$ 129,664	$ 140,660
Sub lease Income		(53,310)		(106,620)
Total Net Lease Expense	$ 60,922	$ 43,420	$ 129,664	$ 34,040

LEASES (Details Narrative) - USD ($)					3 Months Ended		6 Months Ended
LEASES (Details Narrative) - USD ($)	Apr. 30, 2023	Jun. 20, 2022	Jun. 19, 2018	Nov. 13, 2017	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Lease premises, description			On June 19, 2018, Renovaro entered into a Lease Agreement for a term of ten years from September 1, 2018, with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, Renovaro entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the first year to $23,186 per month for the tenth year. The equalized monthly lease payment for the term of the lease is $20,050	On November 13, 2017, Renovaro entered into a Lease Agreement for a term of five years and two months from November 1, 2017, with Plaza Medical Office Building, LLC, a California limited liability company, as landlord, (the “Landlord”) pursuant to which the Company agreed to lease from the Landlord approximately 2,325 rentable square feet. The base rent increased by 3% each year and ranged from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The lease was terminated early without penalties or additional costs as of September 30, 2022, that released an accrual of $70,800 related to leasehold improvements that was not utilized.
Weighted-average remaining term					3 years 8 months 1 day		3 years 8 months 1 day
Weighted-average discount rate					4.03%		4.03%
Sublease agreement description		On June 20, 2022, the Company entered into a sublease Agreement with One Health Labs (the “Subtenant”), whereby the Subtenant agreed to lease 3,554 square feet of space currently rented by the Company in Century City Medical Plaza as of June 25, 2022, for a period of 3.5 years with an option to renew for the remaining term of the lease that ends as of June 19, 2028. The base rent was $17,770 per month plus $750 towards utility fees that are part of the original lease agreement and would increase by 3% each year over the term of the sublease. The Company received a total of $57,022 on July 1, 2022 after execution of the sublease to cover the first month rent, utility fee and deposit. The first sublease payment began on August 1, 2022.
Lease payment	$ 139,460
Security deposit	35,540
Termination fee	$ 175,000
Operating lease payments					$ 62,573	$ 96,581	$ 123,796	$ 241,042
Operating lease expense					60,922	96,730	129,664	140,660
Cash payments						241,042		241,042
Accrual payments related to the termination of lease								77,242
General and Administrative Expense [Member]
Lease expense					$ 60,922	$ 43,420	$ 129,664	$ 34,040

DEBT (Details Narrative) - USD ($)														1 Months Ended	3 Months Ended		6 Months Ended
DEBT (Details Narrative) - USD ($)	Feb. 05, 2024	Jan. 31, 2024	Jan. 12, 2024	Jan. 11, 2024	Jan. 02, 2024	Nov. 30, 2023	Nov. 03, 2023	Aug. 01, 2023	Jun. 26, 2023	Dec. 30, 2022	May 17, 2022	Mar. 30, 2020	Feb. 06, 2020	Oct. 05, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Feb. 11, 2021
Debt Instrument [Line Items]
Principal amount														$ 2,105,263	$ 560,000		$ 560,000
Gross proceeds																	$ 2,540,000
Bear interest percentage															12.00%		12.00%
Conversion price															$ 3.38		$ 3.38
Principal outstanding balance															$ 540,000		$ 540,000
Original issue discount promissory note percentage														5.00%
Common Stock and receives gross proceeds														$ 10,000,000
Offering price per share percentage														95.00%
Floor of per share														$ 4.50
Prepayment shares										169,020
Number of shares issued, value										$ 204,392
Prepaid interest										174,090
Accrued interest amount										$ 30,302
Stock issued for debt conversion																	1,200,000
Interest expense															274,984	$ 92,892	454,255	188,477
Amended and restated secured notes balance															0		0
Gross proceeds original issue discount rate							5.00%
Issuance of common stock											$ 299,178
Number of shares issued											47,115
Proceeds from private placement								$ 500,000									2,000,000
Monthly instalments amount						$ 77,127
Down payment amount						$ 235,000									235,000	300,000	422,183	466,625
Total interest expense															0		5,256
Accrued Expenses [Member]
Debt Instrument [Line Items]
Accrued interest expense																	20,000
Other Current Liabilities [Member]
Debt Instrument [Line Items]
Rate of interest						7.90%
Principal amount						$ 906,834
Bridge Loan [Member]
Debt Instrument [Line Items]
Net of debt discount															1,000,000		1,000,000
Interest Expense [Member] \| Promissory Note [Member]
Debt Instrument [Line Items]
Amortization of debt discount															120,013	$ 74,621	285,036	149,242
Interest Expense [Member] \| Bridge Loan [Member]
Debt Instrument [Line Items]
Amortization of debt discount															50,000		$ 50,000
Warrant [Member]
Debt Instrument [Line Items]
Stock issued for debt conversion, shares																	1,132,075
Convertible Notes Payables [Member]
Debt Instrument [Line Items]
Principal amount													$ 600,000
Interest rate													6.00%
Share price										$ 1.03
Interest expense																	$ 0	$ 18,272
Secured Notes [Member]
Debt Instrument [Line Items]
Maturity date										Feb. 28, 2024
Interest rate										12.00%
Issuance of shares										198,439
Number of shares issued										29,419
Obligation value										$ 1,200,000
Note Payable [Member]
Debt Instrument [Line Items]
Principal amount							$ 1,000,000					$ 5,000,000
Gross proceeds							$ 950,000
Original issue discount promissory note percentage							5.00%
Discount accreted							$ 50,000
Maturity date							Jan. 01, 2024					Nov. 30, 2021
Interest rate							12.00%					6.00%
Stock issued for debt conversion												$ 501,370
Stock issued for debt conversion, shares												188,485
Gross proceeds original issue discount rate							5.00%
Issuance of common stock												$ 493,192
Promissory Note [Member]
Debt Instrument [Line Items]
Maturity date											Nov. 30, 2023
Net of debt discount															2,940,000		2,940,000
Issuance of common stock												$ 493,192
Rate of interest																			6.00%
Number of shares issued																			74,054
Market price																			$ 298,178
Promissory Note [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Rate of interest											6.00%
Promissory Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Rate of interest											12.00%
Note 2023 [Member]
Debt Instrument [Line Items]
Gross proceeds														$ 2,000,000
Original issue discount percentage														5.00%
Discount accreted														$ 105,263
Bear interest percentage														12.00%
Maturity date														Sep. 05, 2024
Amortization of debt discount															26,637		29,379
Accrued interest expense																	64,583
Net of debt discount															$ 2,029,379		2,029,379
Subsequent Event [Member]
Debt Instrument [Line Items]
Gross proceeds	$ 100,000		$ 125,000		$ 500,000
Conversion price				$ 3.38
Original issue discount promissory note percentage					5.00%
Bear interest percentage	12.00%		12.00%	12.00%	12.00%
Maturity date	Mar. 01, 2024		Dec. 29, 2024	Jan. 11, 2025	Mar. 01, 2024
Gross proceeds original issue discount rate					5.00%
Note payable					$ 1,000,000
Private Placement [Member]
Debt Instrument [Line Items]
Gross proceeds																	$ 540,000
Share price									$ 0.0001
Number of shares issued								70,126	567,588
Warrants purchased									$ 283,794
Warrant purchase price									$ 0.53
Proceeds from private placement									$ 300,822
Private Placement [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Gross proceeds		$ 20,000

STOCKHOLDERS' EQUITY (Details) - Enochian Biosciences [Member]	6 Months Ended
	Dec. 31, 2023
Dividend yield	0.00%
Minimum [Member]
Expected term (in years)	5 years
Volatility	84.33%
Risk free interest rate	3.12%
Maximum [Member]
Expected term (in years)	6 years 6 months
Volatility	106.60%
Risk free interest rate	4.83%

STOCKHOLDERS' EQUITY (Details 1) - Share-Based Payment Arrangement, Option [Member] - $ / shares	6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
Option Indexed to Issuer's Equity [Line Items]
Number share option outstanding	5,130,110	4,401,211
Options Outstanding, Weighted Average Remaining Contractual Life (years)	7 years 6 months 29 days
Options Outstanding, Weighted Average Exercise Price	$ 4.41	$ 4.78
Options Exercisable	3,433,830
Options Exercisable, Weighted Average Remaining Contractual Life (years)	7 years 1 month 20 days
Options Exercisable, Weighted Average Exercise Price	$ 4.99
Exercise Price Range 1 [Member]
Option Indexed to Issuer's Equity [Line Items]
Exercise Prices, Lower	0.45
Exercise Prices, Upper	$ 4.50
Number share option outstanding	1,798,356
Options Outstanding, Weighted Average Remaining Contractual Life (years)	8 years 7 months 6 days
Options Outstanding, Weighted Average Exercise Price	$ 2.12
Options Exercisable	883,777
Options Exercisable, Weighted Average Remaining Contractual Life (years)	8 years 3 days
Options Exercisable, Weighted Average Exercise Price	$ 2.50
Exercise Price Range 2 [Member]
Option Indexed to Issuer's Equity [Line Items]
Exercise Prices, Lower	4.51
Exercise Prices, Upper	$ 6.50
Number share option outstanding	2,535,360
Options Outstanding, Weighted Average Remaining Contractual Life (years)	7 years 1 month 24 days
Options Outstanding, Weighted Average Exercise Price	$ 4.89
Options Exercisable	1,834,769
Options Exercisable, Weighted Average Remaining Contractual Life (years)	6 years 11 months 12 days
Options Exercisable, Weighted Average Exercise Price	$ 5.01
Exercise Price Range 3 [Member]
Option Indexed to Issuer's Equity [Line Items]
Exercise Prices, Lower	6.51
Exercise Prices, Upper	$ 12.00
Number share option outstanding	796,393
Options Outstanding, Weighted Average Remaining Contractual Life (years)	6 years 8 months 8 days
Options Outstanding, Weighted Average Exercise Price	$ 8.03
Options Exercisable	715,283
Options Exercisable, Weighted Average Remaining Contractual Life (years)	6 years 6 months 10 days
Options Exercisable, Weighted Average Exercise Price	$ 8.01

STOCKHOLDERS' EQUITY (Details 2) - Share-Based Payment Arrangement, Option [Member] - USD ($)	6 Months Ended
	Dec. 31, 2023
Option Indexed to Issuer's Equity [Line Items]
Options Outstanding at beginning of period	4,401,211
Weighted Average Exercise Price, Outstanding at beginning of period	$ 4.78
Weighted Average remaining life	7 years 9 months 25 days
Weighted Average Intrinsic Value, Outstanding at beginning of period
Granted	735,899
Weighted average exercise price, Granted	$ 2.19
Exercised
Weighted average exercise price, Exercised
Forfeited
Weighted Average Exercise Price, Forfeited
Cancelled/Expired	(7,000)
Weighted Average Exercise Price, Expired	$ 6.98
Options Outstanding at end of period	5,130,110
Weighted Average Exercise Price, Outstanding at ending of period	$ 4.41
Weighted Average remaining life	7 years 6 months 29 days
Weighted Average Intrinsic Value, Outstanding at end of period
Options Exercisable	3,433,830
Weighted Average Exercise Price, Exercisable at ending of period	$ 4.99
Weighted Average Remaining Life, Exercisable	7 years 1 month 20 days
Weighted Average Intrinsic Value, Exercisable end of period	$ 1,996,039

STOCKHOLDERS' EQUITY (Details 3) - Common Stock Purchase Warrants [Member] - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
Option Indexed to Issuer's Equity [Line Items]
Number share option outstanding	5,827,407
Options Outstanding, Weighted Average Remaining Contractual Life (years)	4 years 10 days	4 years 9 months 18 days
Options Exercisable	5,827,407
Options Exercisable, Weighted Average Remaining Contractual Life (years)	4 years 10 days
Options Outstanding, Weighted Average Exercise Price	$ 0.70
Options Exercisable, Weighted Average Exercise Price	0.70
Exercise Price Range 1 [Member]
Option Indexed to Issuer's Equity [Line Items]
Exercise Prices	$ 0.53
Number share option outstanding	2,359,266
Options Outstanding, Weighted Average Remaining Contractual Life (years)	4 years 5 months 26 days
Options Exercisable	2,359,266
Options Exercisable, Weighted Average Remaining Contractual Life (years)	4 years 5 months 26 days
Exercise Price Range 2 [Member]
Option Indexed to Issuer's Equity [Line Items]
Exercise Prices	$ 0.65
Number share option outstanding	2,279,105
Options Outstanding, Weighted Average Remaining Contractual Life (years)	3 years 5 months 8 days
Options Exercisable	2,279,105
Options Exercisable, Weighted Average Remaining Contractual Life (years)	3 years 5 months 8 days
Exercise Price Range 3 [Member]
Option Indexed to Issuer's Equity [Line Items]
Exercise Prices	$ 1.14
Number share option outstanding	1,189,036
Options Outstanding, Weighted Average Remaining Contractual Life (years)	4 years 2 months 23 days
Options Exercisable	1,189,036
Options Exercisable, Weighted Average Remaining Contractual Life (years)	4 years 2 months 23 days

STOCKHOLDERS' EQUITY (Details 4) - Common Stock Purchase Warrants [Member] - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
Option Indexed to Issuer's Equity [Line Items]
Outstanding at beginning of period	3,548,302
Weighted average exercise price, Outstanding at beginning of period	$ 0.73
Weighted Average remaining life, Outstanding	4 years 10 days	4 years 9 months 18 days
Granted	2,805,050
Weighted average exercise price, Granted	$ 0.65
Weighted Average remaining life, Granted	3 years 5 months 8 days
Exercised	(525,945)
Weighted average exercise price, Exercised	$ 0.65
Cancelled/Expired
Weighted average exercise price, Expired
Outstanding at end of period	5,827,407	3,548,302
Weighted average exercise price, Outstanding at end of period	$ 0.70	$ 0.73

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				2 Months Ended	3 Months Ended		6 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Dec. 04, 2023	Oct. 23, 2023	Aug. 01, 2023	Sep. 28, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 20, 2023	Jun. 20, 2022	May 17, 2022	Feb. 06, 2014
Class of Stock [Line Items]
Preferred stock shares authorized					10,000,000		10,000,000		10,000,000
Preferred stock, par value					$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares issued					561,010		561,010		0
Preferred stock, shares outstanding					561,010		561,010		0
Common stock, shares authorized					350,000,000		350,000,000		350,000,000
Common stock, par value					$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares issued					67,224,089		67,224,089		63,698,144
Common stock, shares outstanding					67,224,089		67,224,089		63,698,144
Obligation to purchase											$ 20,000,000
Number of shares issued												47,115
Issuance of common stock shares	525,945
Issuance of common stock shares, value	$ 341,865
Common stock reserved for issuance					17,414		17,414		17,414
Common stock issued					0		0
Stock based compensation expense					$ 465,372	$ 819,955	$ 1,449,201	$ 1,845,963
Unrecognized compensation cost					1,216,469		1,216,469
Intrinsic value					1,996,039		1,996,039
stock-based compensation expense					999,228	$ 819,955	1,983,057	$ 1,845,963
Restricted Stock Awards [Member]
Class of Stock [Line Items]
stock-based compensation expense					$ 533,856		$ 533,856
Restricted stock awards							1,000,000
Restricted stock vesting period							3 years
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Shares forfeited
Number of exercisable shares outstanding					3,433,830		3,433,830
Total intrinsic value of options exercisable					$ 1,996,039		$ 1,996,039
Common Stock Purchase Warrants [Member]
Class of Stock [Line Items]
Number of exercisable shares outstanding					5,827,407		5,827,407
Common stock purchase warrants exercisable outstanding					5,827,407		5,827,407
Total intrinsic value of options exercisable					$ 14,385,550		$ 14,385,550
Share-Based Payment Arrangement, Tranche One [Member]
Class of Stock [Line Items]
Option granted					0	0	0	184,800
Shares forfeited						0		18,960
Share-Based Payment Arrangement, Tranche Two [Member]
Class of Stock [Line Items]
Option granted					0	0	0	73,200
Shares forfeited						0		12,640
Equity Incentive Plan 2014 [Member]
Class of Stock [Line Items]
Common stock reserved for issuance													1,206,000
Plan Options [Member]
Class of Stock [Line Items]
Option granted							6,268,078
Options available to be issued							4,913,616
Dan Drit Denmark [Member]
Class of Stock [Line Items]
Common stock, shares outstanding					167,639		167,639
Employees [Member]
Class of Stock [Line Items]
Option granted					16,500	178,000	366,500	178,000
Board Of Directors And Scientific Advisory Board [Member]
Class of Stock [Line Items]
Option granted					124,293	159,959	343,399	210,917
Board Of Directors And Scientific Advisory Board 1 [Member]
Class of Stock [Line Items]
Option granted					0	0	26,000	0
Shares forfeited					7,000		7,000
Purchase Agreement [Member]
Class of Stock [Line Items]
Number of shares issued										696,021
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized					10,000,000		10,000,000		10,000,000
Preferred stock, par value					$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock designated shares					1,000,000		1,000,000		1,000,000
Preferred stock, shares issued					561,010		561,010		0
Preferred stock, shares outstanding					561,010		561,010		0
Preferred Stock Issuances [Member]
Class of Stock [Line Items]
Common stock, par value			$ 7.13
Number of shares issued			280,505
Closed private placement units			280,505
aggregate proceeds			$ 2,000,000
Conversion of promissory note			$ 2,000,000
Aggregate preferred stock shares							561,010
Aggregate common stock shares							5,610,100
Warrants sold					2,805,050		2,805,050
Exercise price							$ 0.65
Common Stock Issuances [Member]
Class of Stock [Line Items]
Issuance of common stock shares				2,000,000
Advisory Services [Member]
Class of Stock [Line Items]
Issuance of common stock shares		1,000,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)					1 Months Ended		3 Months Ended	6 Months Ended
	Sep. 10, 2021	Feb. 06, 2020	Jan. 31, 2020	Jul. 09, 2018	Aug. 25, 2021	Jan. 31, 2020	Dec. 31, 2023	Dec. 31, 2023	Sep. 28, 2023	Jun. 30, 2023	Nov. 15, 2019
Defined Benefit Plan Disclosure [Line Items]
Consulting expenses				$ 130,000
Up-front payment											$ 10,000,000
Payment for expenditures											$ 760,000
Initial payment	$ 600,000				$ 600,000
Remaining shares							17,414	17,414		17,414
Number of shares issued for shareholders							0	0
Purchase agreement description								On January 25, 2024, the Shareholders of Renovaro approved the issuance of Renovaro Shares in connection with the Transaction and the increase in the Company’s authorized shares eligible for issuance from 110,000,000 equity shares to 360,000,000 equity shares, that includes an increase in Common Stock eligible for issuance from 100,000,000 to 350,000,000 shares, and 10,000,000 shares of preferred stock eligible for issuance.
Stock Purchase Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Equity interests									100.00%
G Tech [Member]
Defined Benefit Plan Disclosure [Line Items]
Monthly consulting fee				$ 25,000
G Tech [Member] \| License Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Payment for license		$ 1,200,000	$ 1,200,000
Royalty Percentage						2.00%

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					3 Months Ended	6 Months Ended
	Nov. 03, 2023	Aug. 01, 2023	Jun. 26, 2023	Mar. 30, 2020	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 05, 2023	May 17, 2022
Debt Instrument [Line Items]
Original issue discount promissory note percentage								5.00%
Principal amount						$ 560,000		$ 2,105,263
Gross proceeds						2,540,000
Gross proceeds original issue discount rate	5.00%
Shares issued									47,115
Share price per share		$ 7.13
Proceeds from private placement		$ 500,000				$ 2,000,000
Conversion of shares value		$ 2,000,000
Conversion of shares, shares		280,505
Issuance of shares vested, description						As compensation for these services, the Company will issue 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.
Common Stock [Member]
Debt Instrument [Line Items]
Restricted shares					0	1,000,000
Private Placement [Member]
Debt Instrument [Line Items]
Gross proceeds						$ 540,000
Shares issued		70,126	567,588
Proceeds from private placement			$ 300,822
Note Payable [Member]
Debt Instrument [Line Items]
Original issue discount promissory note percentage	5.00%
Principal amount	$ 1,000,000			$ 5,000,000
Gross proceeds	$ 950,000
Gross proceeds original issue discount rate	5.00%
Discount accreted	$ 50,000
Interest rate	12.00%
Debt maturity period	Jan. 01, 2024			Nov. 30, 2021

SUBSEQUENT EVENTS (Details Narrative) - USD ($)						6 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Feb. 05, 2024	Feb. 01, 2024	Jan. 12, 2024	Jan. 11, 2024	Jan. 02, 2024	Dec. 31, 2023	Dec. 31, 2022	Nov. 03, 2023	Oct. 05, 2023	Jun. 30, 2023
Subsequent Event [Line Items]
Original issue discount promissory note percentage									5.00%
Convertible promissory note						$ 2,569,379
Gross proceeds						$ 2,540,000
Gross proceeds original issue discount rate								5.00%
Conversion price per share						$ 3.38
Subsequent Event [Member]
Subsequent Event [Line Items]
Note payable					$ 1,000,000
Debt maturity period	Mar. 01, 2024		Dec. 29, 2024	Jan. 11, 2025	Mar. 01, 2024
Original issue discount promissory note percentage					5.00%
Convertible promissory note	$ 105,263		$ 125,000	$ 460,000	$ 526,315
Gross proceeds	$ 100,000		$ 125,000		$ 500,000
Gross proceeds original issue discount rate					5.00%
Interest rate	12.00%		12.00%	12.00%	12.00%
Conversion price per share				$ 3.38
Stock issue, Description		the total number of shares of capital stock which the Company shall have the authority to issue to issue is three hundred sixty million (360,000,000). These shares shall be divided into two classes with three hundred fifty million (350,000,000) shares designated as common stock at $.0001 par value (the “Common Stock”) and ten million (10,000,000) shares designated as preferred stock at $.0001 par value (the “Preferred Stock”.)
Original issue discount percentage	5.00%

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