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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): January 16, 2024
RENOVARO
BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38751 |
|
45-2259340 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
of incorporation) |
|
|
|
Identification No.) |
2080 Century Park
East, Suite 906
Los Angeles, CA
90067
(Address of principal executive offices)
+1 (305) 918-1980
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on Which Registered |
Common Stock, par value $0.0001 per share |
|
RENB |
|
The Nasdaq Stock Market LLC |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On September 29, 2023, Renovaro Biosciences
Inc., a Delaware corporation (“Renovaro”), announced its entry into a Stock Purchase Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the “Purchase Agreement”), dated as of September 28, 2023, with
GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“GEDi Cube”), the sellers party
thereto (together with the other shareholders of GEDi Cube who deliver to Renovaro a joinder to the Purchase Agreement, the “Sellers”
and each, a “Seller”), and Yalla Yalla Ltd., a private limited liability company registered and incorporated under
the laws of Malta, in its capacity as the representative of the Sellers (the “Sellers’ Representative”), pursuant
to which Renovaro will acquire all of the issued and outstanding shares and other equity interests of GEDi Cube from the Sellers
after which GEDi Cube will become a wholly-owned subsidiary of Renovaro (the “Transaction”).
In connection with the Transaction, on December
22, 2023, Renovaro filed a preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”) with the
U.S. Securities and Exchange Commission (the “SEC”). On January 3, 2024, Renovaro filed a definitive proxy statement
on Schedule 14A (the “Definitive Proxy Statement” and, together with the Preliminary Proxy Statement, the “Proxy
Statement”) with the SEC. The Proxy Statement relates to the special meeting of stockholders of Renovaro to be held on January
25, 2024 (the “Special Meeting”), to consider, among other matters, proposals relating to the Transaction.
Since the filing of the Preliminary Proxy Statement,
10 purported stockholders of Renovaro sent demand letters (the “Demand Letters”) to Renovaro relating to the disclosures
in the Proxy Statement, one of which attached a draft unfiled complaint from the purported stockholder. In general, the Demand
Letters allege that Renovaro and/or the members of its board of directors omitted or misstated material information in the Proxy
Statement that was required to be disclosed to the Company’s stockholders in order for them to make a fully informed voting
decision with respect to the Share Issuance Proposal and the Transaction. The Demand Letters demand that Renovaro immediately make
corrective disclosures in an amendment or supplement to the Proxy Statement.
Renovaro believes that the allegations in the
Demand Letters are meritless and that no additional disclosure is required in the Proxy Statement. However, in order to avoid the
potential burden, inconvenience, cost and distraction related to the allegations in the Demand Letters, and to preclude any efforts
to delay the closing of the Transaction, Renovaro hereby voluntarily amends and supplements the Proxy Statement with the supplemental
disclosures (the “Supplemental Disclosures”) set forth below in this Current Report on Form 8-K (this “Report”).
Renovaro and its board of directors deny any liability or wrongdoing in connection with the Proxy Statement, and nothing in this
Report should be construed as an admission of the legal necessity or materiality under applicable laws of any of the Supplemental
Disclosures.
SUPPLEMENTAL DISCLOSURES TO PROXY STATEMENT
The Supplemental Disclosures should be read in conjunction
with the Proxy Statement, which should be read in its entirety and is available free of charge on the SEC’s website at http://www.sec.gov.
Page number references below are to page numbers in the Proxy Statement, and capitalized terms used but not defined herein have the meanings
set forth in the Proxy Statement. To the extent the information in the Supplemental Disclosures differs from or conflicts with the information
contained in the Proxy Statement, the information set forth in the Supplemental Disclosures shall be deemed to supersede the respective
information in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.
The disclosure on page 55 of the Proxy Statement
in the section entitled “The Transaction-Background of the Transaction” is hereby supplemented by adding a sentence to the
end of the 3rd paragraph as follows (with new text underlined):
During late June 2023 and early July 2023, Dr. Dybul
had discussions with the senior management of a biotech company (“Party A”) with, among other assets, advanced pre-clinical
potential mRNA vaccines for two infectious diseases with sizeable potential commercial markets. Party A was in the midst of a sale process
and was looking to sell, license or otherwise partner these products to Renovaro. Because of the market size and complementarity to Renovaro’s
pipeline, on July 6, 2023, management began working on strategies to secure funding of Renovaro’s acquisition of Party A and discussions
were held with potential investor relations consultants regarding such strategies. On July 16,
2023, Party A and Renovaro executed a confidentiality agreement in connection with the potential acquisition by Renovaro of Party A and
such confidentiality agreement did not contain a so-called “don’t ask-don’t waive” standstill provisions which
would limit Renovaro’s ability to discuss a transaction with other potential strategic partners.
The disclosure on page 56 of the Proxy Statement
in the section entitled “The Transaction-Background of the Transaction” is hereby supplemented by adding a sentence near the
end of the 1st paragraph as follows (with new text underlined):
Dr. Dybul also advised the Renovaro Board on the potential opportunity with
GEDi Cube, including GEDi Cube’s technology, senior management, possible synergies, strategic rationale and considerations in evaluating
a potential business combination transaction. Dr. Dybul discussed how GEDi Cube’s technology
could be used by Renovaro for its clinical studies and how Renovaro data could be used to improve GEDi Cube’s machine learning technology.
The Renovaro Board and management also discussed the terms of the LOI. A representative of K&L provided the Renovaro Board with an
overview of the terms of the LOI. Following discussion, the Renovaro Board directed management to continue negotiations on the LOI with
GEDi Cube on the terms previously reviewed by and discussed with the Renovaro Board at the meeting. In addition, the Renovaro Board
approved the change in the Company’s name to Renovaro Biosciences Inc.
The disclosure on page 57 of the Proxy Statement
in the section entitled “The Transaction-Background of the Transaction” is hereby supplemented by revising the 5th paragraph
as follows (with new text underlined):
On September 27, 2023, the Renovaro Board held a meeting at which members
of Renovaro management and representatives of K&L were present. Representatives from K&L reviewed with members of the Renovaro
Board the status of due diligence and the status of the negotiations on the definitive agreement, including the probability that less
than 100% of the shareholders of GEDi Cube would sign the definitive agreement, but that the Stock Purchase Agreement would contain a
condition to closing that 100% of the stockholders sign joinders prior to closing. The Renovaro Board asked questions and provided feedback
and direction to Renovaro management on these matters. Dr. Dybul provided a summary to the Renovaro Board of the information contained
in a valuation report which GEDi Cube obtained on the valuation of itself, which was prepared
for GEDi based on information provided by GEDi. The valuation report estimated the value of GEDi to be $225 million, but due to the fact
that GEDi generated no revenue and had no projections, the Renovaro Board did not give any weight to the valuation as it was calculated
based on a comparison to just one prior transaction in the market. Dr. Dybul also provided a summary of the conclusions of the
Due Diligence Report. Dr. Dybul reported that the consultant who prepared the report had confidence
in the viability and the potential for commercialization of GEDi Cube’s technology and platform. The Renovaro Board asked
questions of Dr. Dybul regarding these diligence matters and ultimately determined that it had
a basis to move forward with the transaction given the timing and financial constraints facing the Company in the short-term. Representatives
of K&L then discussed, in response to questions from the Renovaro Board, certain financial terms of the Stock Purchase Agreement (including
the 50%/50% split of the ownership of the post-closing combined entity and the possible change in the Renovaro stock price between signing
of the LOI and closing). After discussion, the Renovaro Board directed management to continue negotiation of the Stock Purchase Agreement
and that the Renovaro Board would reconvene to consider the revised definitive agreement.
The disclosure on page 57 of the Proxy Statement
in the section entitled “The Transaction-Background of the Transaction” is hereby supplemented by adding a new paragraph
at the end of the section as follows (with new text underlined):
On January 10, 2024, the Renovaro Board
held a meeting at which members of Renovaro management and representatives of K&L were present. Representatives from K&L
reviewed with members of the Renovaro Board the closing condition that the Renovaro Board receive a fairness opinion from an investment
bank as to the consideration being paid in the Transaction. The Renovaro Board determined that due to the lack of financial projections
regarding GEDi Cube, a fairness opinion would not be meaningful and directed Renovaro management to waive the closing condition.
The disclosure
on page 65 of the Proxy Statement in the section entitled “Board of Directors and Officers of the Combined Company”
is hereby supplemented by adding a new sentence at the end of the section as follows (with new text underlined):
The parties did not discuss expectations
regarding post-closing employment for Renovaro’s management or the composition of the combined company’s board of directors
until after the financial terms of the transaction were agreed upon.
Additional
Information and Where to Find It
This
communication relates to the proposed Transaction involving Renovaro and may be deemed to be solicitation material in respect of
the proposed Transaction. In connection with the proposed Transaction, Renovaro has filed relevant materials with the SEC, including
the Proxy Statement. Promptly after filing the Proxy Statement with the SEC, Renovaro mailed the Proxy Statement and a proxy
card to each Renovaro stockholder entitled to vote at the Special Meeting. This
communication is not a substitute for the Proxy Statement or for any other document that Renovaro may file with the SEC or send
to Renovaro’s stockholders in connection with the proposed Transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF RENOVARO ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT RENOVARO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Matters related to the proposed Transaction will be submitted to
Renovaro’s stockholders for their consideration at the Special Meeting. The Proxy Statement was mailed on or about January
4, 2024 to Renovaro’s stockholders of record as of the close of business on December 29, 2023. Investors and security holders
are able to obtain free copies of the Proxy Statement and other documents filed by Renovaro with the SEC through the website maintained
by the SEC at www.sec.gov. Copies of the documents filed by Renovaro with the
SEC will also be available free of charge on Renovaro’s website at http://www.renovarobio.com
or by contacting Renovaro at Renovaro Biosciences Inc., 2080 Century Park East, Suite 906, Los Angeles, CA 90067, Attention: Investor
Relations.
Participants
in the Solicitation
Renovaro and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Renovaro in connection with the proposed Transaction. Information about Renovaro’s
directors and executive officers is set forth in Renovaro’s annual report on Form 10-K/A filed with the SEC on October 30, 2023.
Additional information regarding the persons who may be deemed participants in the proxy solicitations
and a description of their direct and indirect interests in the Transaction, by security holdings or otherwise, was also included in the
Proxy Statement and other relevant materials filed or to be filed with the SEC. You may obtain free copies of these documents as described
above.
Cautionary Statement Regarding Forward-Looking
Statements
This
Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of
historical fact, included in this communication that address activities, events or developments that Renovaro expects,
believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,”
“project,” “predict,” “believe,” “expect,” “anticipate,”
“potential,” “create,” “intend,” “could,” “would,”
“may,” “plan,” “will,” “guidance,” “look,” “goal,”
“future,” “build,” “focus,” “continue,”
“strive,” “allow” or the negative of such terms or other variations thereof and words and terms of
similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking
statements. However, the absence of these words does not mean that the statements are not forward-looking. These
forward-looking statements include, but are not limited to, statements regarding the proposed Transaction, the expected
closing of the proposed Transaction and the timing thereof and as adjusted descriptions of the post-transaction company and
its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and
anticipated uses thereof, synergies, opportunities and anticipated future performance. Information adjusted for the proposed
Transaction should not be considered a forecast of future results. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements included in this communication. These include
the risk that cost savings, synergies and growth from the proposed Transaction may not be fully realized or may take longer
to realize than expected; the possibility that shareholders of Renovaro may not approve the issuance of new shares of
Renovaro common stock in the proposed Transaction; the risk that a condition to closing of the proposed Transaction may not
be satisfied, that either party may terminate the Purchase Agreement or that the closing of the proposed Transaction might be
delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed Transaction; the occurrence of any other event, change or other
circumstances that could give rise to the termination of the Purchase Agreement relating to the proposed Transaction;
the risk that changes in Renovaro’s capital structure and governance could have adverse effects on the market value of
its securities and its ability to access the capital markets; the ability of Renovaro to retain its Nasdaq listing; the
ability of GEDi Cube to retain customers and retain and hire key personnel and maintain relationships with their suppliers
and customers and on GEDi Cube’s operating results and business generally; the risk the proposed Transaction could
distract management from ongoing business operations or cause Renovaro and/or GEDi Cube to incur substantial costs; the risk
that GEDi Cube may be unable to reduce expenses; the impact of the COVID-19 pandemic, any related economic downturn; the risk
of changes in regulations effecting the healthcare industry; and other important factors that could cause actual results to
differ materially from those projected. All such factors are difficult to predict and are beyond Renovaro’s control,
including those detailed in Renovaro’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K that are available on Renovaro’s website at www.renovarobio.com and on the website of the SEC at
www.sec.gov. All forward-looking statements are based on assumptions that Renovaro believe to be reasonable but that may not
prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Renovaro
undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
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 BIOSCIENCES INC. |
|
|
|
By: |
/s/ Luisa Puche |
|
|
Name: Luisa Puche
Title: Chief Financial Officer |
Date: January 16, 2024
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