M&A - RENOVARO INC.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000121465925005865

Filing Summary: This Amendment No. 20 updates the Schedule 13D filed by Weird Science LLC and William Anderson Wittekind regarding Renovaro Inc.'s shares. The document details the ownership structure of shares among Wittekind, his trusts, and related parties. It notes that 15,000,000 shares were issued to the former stockholders of Biosymetrics, Inc., affecting the overall ownership percentage of Wittekind, which decreased from 11.4% to 10.4%. It discusses various legal matters concerning Wittekind's shares, including a writ of attachment related to shares owned by his spouse and ongoing appeals against dismissals of claims in court cases. The overall context is framed within transactions related to a merger agreement with Biosymetrics. Furthermore, it highlights Wittekind's intentions regarding the appeal processes and filing of derivative complaints.

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Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000173112225000562

Filing Summary: On April 8, 2025, Renovaro Inc. consummated a merger transaction with Biosymetrics, Inc. as a result of the Agreement and Plan of Merger entered into on February 26, 2025. Renovaro Acquisition Sub, a wholly owned subsidiary of Renovaro, merged with and into Biosymetrics, with Biosymetrics being the surviving corporation and a wholly owned subsidiary of Renovaro. In connection with this merger, Renovaro issued 15.0 million shares of its common stock to the former stockholders of Biosymetrics. The share issuance was conducted in reliance on an exemption from registration under the Securities Act of 1933, specifically Section 4(a)(2), and all recipients were acknowledged as “accredited investors.”

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Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000173112225000354

Filing Summary: On February 28, 2025, Renovaro Inc. entered into an extension agreement with Predictive Oncology Inc., amending a previously established letter of intent regarding the acquisition of Predictive Oncology. The amendment removed Renovaro's obligation to acquire certain shares while extending the deadline for the agreement to March 31, 2025. Renovaro also acquired 467,290 shares of Predictive Oncology’s common stock for $500,000 and agreed to purchase an additional 901,298 shares for $964,389 upon execution of a definitive agreement.

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Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000173112225000356

Filing Summary: Renovaro Inc. filed a Form 8-K on March 6, 2025, regarding its proposed acquisition of Predictive Oncology Inc. Initially, on January 1, 2025, Renovaro entered into a binding letter of intent (LOI) to acquire all capital stock of Predictive Oncology. An extension agreement was executed on February 28, 2025, which amended the LOI by eliminating Renovaro's obligation to acquire certain shares and extended the termination date of the LOI from February 28, 2025, to March 31, 2025. As part of this agreement, Renovaro acquired 467,290 shares of Predictive Oncology for $500,000 and agreed to purchase an additional 901,298 shares for $964,389, conditional upon executing a definitive agreement. The filing includes information on the expected proposal for a Registration Statement on Form S-4 to be submitted to the SEC, which will include a preliminary proxy statement and a prospectus regarding the transaction. Investors are urged to read the definitive documents when available as they will contain critical details on the acquisition process and implications for stockholders.

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Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000173112225000312

Filing Summary: On February 26, 2025, Renovaro Inc. entered into a Merger Agreement with Renovaro Acquisition Sub and Biosymetrics, Inc. The merger involves Renovaro Acquisition Sub merging with Biosymetrics, which specializes in artificial intelligence-driven drug discovery and biomarker identification. At the merger's closing, Biosymetrics will issue 15 million shares of its common stock to its stockholders in exchange for all issued shares of Biosymetrics' capital stock. The Chief Executive Officer of Biosymetrics will also enter into a lock-up agreement restricting the sale of shares for one year post-closing. The agreement includes standard representations and warranties, covenants, and indemnifications. Additionally, three million shares will be held in escrow for a year to cover any potential liabilities. Conditions for closing include stockholder approval from Biosymetrics, listing of shares on Nasdaq, and a number of customary closing conditions. The Document also notes that the shares issued in this transaction have not been registered under the Securities Act and are subject to holding periods. Renovaro will not discuss further developments unless legally required to do so.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000173112225000037

Filing Summary: On January 6, 2025, Renovaro Inc. announced its entry into a binding letter of intent to acquire Predictive Oncology Inc. The acquisition will be executed through the merger of Predictive Oncology into Renovaro in exchange for a new series of preferred stock. Shareholders of Predictive Oncology will receive preferred stock on a 1:1 basis for their common stock. This preferred stock is redeemable at $3.00 per share after 18 months and can be converted to registered common stock of Renovaro at a 1:1 ratio once certain trading conditions are met. Renovaro must raise at least $15 million and secure shareholder approval from Predictive Oncology for the merger to proceed. Additionally, they have agreed to purchase up to 2.33 million shares of Predictive Oncology common stock at $1.07 each if certain warrants are not exercised by January 15, 2025. The merger documentation is expected to be finalized by February 28, 2025, with conditions tied to capital raised for Predictive Oncology.

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