UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
The information under Item 3.02 below is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities
On June 14, 2024, Renovaro Inc., a Delaware corporation (the “Company”) closed a private placement (the “Private Placement”) of 6,421,256 of the Company’s units (the “Units”), each such Unit consisting of (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) one common stock purchase warrant (each, a “Warrant”, and together with the Units and the shares of Common Stock, the “Securities”) to purchase one-tenth of a share of Common Stock, with certain investors (each, an “Investor”). The Warrants are exercisable for five years from the date of issuance and have an exercise price of $1.4726 per share, payable in cash.
The Private Placement was completed pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (“Regulation S”). In connection with the Private Placement, each Investor executed a Subscription Agreement (each, a “Subscription Agreement”) in the form of Exhibit 10.1 attached hereto.
In the Private Placement, the Company sold 3,939,299 Units at a price per Unit equal to $1.4726 to a certain investor who paid in cash an aggregate amount of $5,801,012 in consideration of the Units.
Additionally, the Company sold 2,164,242 Units to certain Investors who surrendered and terminated $3,187,062 in aggregate principal amount and interest accrued thereon of certain convertible promissory notes issued by the Company in 2023 and 2024 and paid in cash an aggregate amount of $478,059 to the Company in consideration of the Units.
Additionally, the Company sold 317,715 Units to an Investor who surrendered and terminated $467,867 in aggregate principal amount and interest accrued thereon of a convertible promissory note in 2023 and paid in cash an aggregate amount of $66,000 to the Company in consideration of the Units.
The Company intends to use the net proceeds from the Private Placement for general corporate purposes. Each Subscription Agreement contains customary representations and warranties of the Company and of each Investor, including that all Investors purchasing the Securities are not “U.S. persons” as defined by Rule 902 of Regulation S. The Private Placement was made directly by the Company and no underwriter or placement agent was engaged by the Company. The Company did not engage in general solicitation or advertising and did not offer the Securities to the public in connection with the Private Placement.
The foregoing description of the Securities and the Subscription Agreement does not purport to be complete, and is qualified in its entirety by reference to the form of Warrant attached hereto as Exhibit 4.1 and the form of Subscription Agreement attached hereto as Exhibit 10.1, which are incorporated by reference herein. The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the Securities and Exchange Commission.
Item 8.01 Other Events.
On June 14, 2024, the Company issued a press release regarding the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 8.01 and in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 4.1 | Form of Warrant | |
| 10.1 | Form of Subscription Agreement | |
| 99.1 | Press Release dated June 14, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RENOVARO INC. | ||
| By: | /s/ Simon Tarsh | |
| Name: Simon Tarsh | ||
| Title: Interim Chief Financial Officer | ||
Date: June 21, 2024