Combined company aims to accelerate precision, personalized
medicine for longevity powered by mutually reinforcing AI and
biotechnology platforms for early diagnosis, better targeted
treatments and drug discovery
-AI technology products projected to be in
marketplace in 2024
-Phase 1/2 human studies of pancreatic
cancer and other solid tumors with poor longevity projected to
begin second half of 2024
GEDi Cube Intl Ltd. (GEDi Cube), an AI medical technology
company, and Renovaro Biosciences Inc. (NASDAQ:RENB) (Renovaro), an
advanced, preclinical biotechnology firm in cell, gene and
immunotherapy, have signed a definitive agreement to combine, in
which GEDi Cube will become a wholly-owned subsidiary of Renovaro
in a stock-for-stock acquisition (the “Transaction”).
If completed, the Transaction will result in a combined company
that will offer advanced early diagnosis and early identification
of recurring cancer as well as potential therapies for several
critical diseases such as pancreatic cancer and other solid tumors
with poor life expectancy. The combined company will have a unique
advantage: Renovaro Biosciences’ pre-clinical and clinical trial
data could be utilized to accelerate GEDi Cube’s AI capabilities
that, in turn, could potentially help to accelerate Renovaro’s
development of potential new therapies. AI will be used to advance
the fields of diagnosis and treatment with the aim of redefining
the future of medicine.
"We believe GEDi Cube's AI technology will enhance and
accelerate the development of treatments we are currently pursuing
as well as power the discovery of new therapeutic approaches for
cancer and other diseases," said Dr. Mark Dybul, CEO of Renovaro
Biosciences. "The combined company will have independent operating
divisions that will allow each technology to move as quickly as
possible to commercialization while the collaboration between
divisions will aim to drive new advances in both AI and
medicine.”
“I believe this a unique opportunity to leverage the
capabilities of our two companies, allowing us to accelerate our
product development roadmap and our potential to improve
diagnostics and treatments for many cancers,” said Craig Rhodes,
CEO of GEDi Cube. “We expect to begin offering commercial
diagnostic products in 2024 that, in our view, will be comparable
or superior to what is currently in the marketplace. We are looking
forward to this exciting new venture and we will rebrand our
organization to Renovaro.AI.”
GEDi Cube has been developing its innovative technologies over
the last decade and has already validated early diagnosis of lung
cancer in humans at a leading university hospital. The company has
also validated technology to target 12 additional cancers,
including pancreatic and breast cancer.
Renovaro Biosciences has developed advanced cell, gene and
immunotherapy techniques designed to reignite the body's natural
tumor-fighting capabilities. The company expects to begin human
Phase 1/2 clinical trials of its leading candidate for pancreatic
cancer and other solid tumors with poor life expectancy by the
second half of 2024.
About the Transaction
The Transaction is structured as a stock-for-stock acquisition
whereby all of GEDi Cube’s outstanding equity interests will be
exchanged for shares of Renovaro common stock. Following the
closing of the Transaction, GEDi Cube equity holders are expected
to own approximately 50% of the combined company, subject to
certain adjustments provided for in the definitive agreement. The
agreement was executed by a supermajority controlling interest of
78 percent of GEDi Cube shareholders; it is expected the remaining
22 percent will be included in the agreement prior to closing.
The boards of directors of both companies have unanimously
approved the definitive agreement. The Transaction is expected to
close late in the fourth quarter of 2023 or early 2024, subject to
satisfying certain closing conditions, including the receipt of
stockholder approval by Renovaro stockholders of the issuance of
the shares of Renovaro common stock in the Transaction and an
amendment to its certificate of incorporation to increase the
number of authorized shares of common stock of Renovaro.
Important Additional Information and
Where to Find It
In connection with the proposed Transaction, Renovaro intends to
file a proxy statement (the “proxy statement”), and will file other
documents regarding the proposed Transaction with the SEC.
INVESTORS AND SECURITYHOLDERS OF RENOVARO ARE URGED TO CAREFULLY
AND THOROUGHLY READ, WHEN THEY BECOME AVAILABLE, THE PROXY
STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND
OTHER RELEVANT DOCUMENTS FILED BY RENOVARO WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENOVARO, GEDI CUBE
AND THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED
MATTERS.
Once complete, a definitive proxy statement will be mailed to
stockholders of Renovaro. Investors will be able to obtain free
copies of the proxy statement, as may be amended from time to time,
and other relevant documents filed by Renovaro with the SEC (when
they become available) through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by Renovaro,
including the proxy statement (when it becomes available), will be
available free of charge from Renovaro’s website at
www.renovarobio.com under the “Financials” tab.
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 definitive proxy statement for
the 2023 annual meeting of stockholders filed with the SEC on May
16, 2023 and the proxy statement (when it becomes available). Other
information regarding the interests of such individuals, as well as
information regarding other persons who may be deemed participants
in the proposed Transaction, will be set forth in the proxy
statement and other relevant materials to be filed with the SEC
when they become available. Stockholders of Renovaro, potential
investors and other readers should read the proxy statement
carefully when it becomes available before making any voting or
investment decisions.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval with
respect to the proposed Transaction or otherwise. No offering of
securities shall be made, except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended, or otherwise in accordance with applicable law.
Cautionary Note Regarding
Forward-Looking Statements
This communication 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 or GEDi Cube 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 or that
shareholders of Renovaro may not approve the proposed Transaction;
the risk that a condition to closing of the proposed Transaction
may not be satisfied, that either party may terminate the
Transaction 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 stock 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 or GEDi
Cube’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 Securities and
Exchange Commission (the “SEC”) at www.sec.gov. All forward-looking
statements are based on assumptions that Renovaro and GEDi Cube
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 neither Renovaro nor GEDi Cube undertakes
any 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.
About the Companies
GEDi Cube, Intl LTD is pioneering a multi-modal approach for the
early detection of cancer and its recurrence involving blood
biopsies, imaging and multi-omics analysis. The company has a
strategic partnership with NVIDIA, the leader in semi-conductors
for AI. For more information on GEDi Cube Intl LTD, go to their
website at www.gedicube.com.
Renovaro Biosciences, Inc. has developed advanced cell, gene and
immunotherapy platforms designed to renew the body's natural
tumor-fighting capabilities against cancer and infectious diseases.
For more information on Renovaro Biosciences Inc., go to their
website at www.renovarobio.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230929767003/en/
Enquiries GEDi Cube
Karen Brink, Chief Growth Officer pr@gedicube.com
Renovaro Biosciences Renovaro press contact
ir@renovarobio.com
Gracechurch Group (for GEDi Cube) Harry Chathli, Claire
Norbury +44 (0)204 582 3500 gedicube@gracechurchpr.com
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