Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405
30 September 2023 - 7:00AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM 12b-25 |
SEC FILE NUMBER
001-38758 |
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NOTIFICATION OF LATE FILING |
CUSIP NUMBER
29350E |
(Check one): |
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Form 10-K |
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Form 20-F |
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Form 11-K |
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Form 10-Q |
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Form 10-D |
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Form N-CEN |
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Form N-CSR |
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For Period Ended: |
June 30, 2023 |
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Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
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PART I — REGISTRANT INFORMATION |
Renovaro Biosciences Inc. |
Full Name of Registrant |
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Enochian Biosciences Inc. |
Former Name if Applicable |
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2080 Century Park East, Suite 906 |
Address of Principal Executive Office (Street and Number) |
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Los Angeles, CA 90067 |
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c) |
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If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) |
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE |
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed) |
Renovaro Biosciences Inc., a Delaware corporation (the
“Company”), is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K
for the year ended June 30, 2023 (the “Form 10-K”).
The Company could not complete the filing of its Annual Report on Form
10-K for the period ended June 30, 2023, due to a delay in obtaining and compiling information required to be included in the Company’s
Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. In particular, certain third-party
valuation work could not be completed prior to the filing date. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934,
as amended, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION |
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Luisa Puche, CFO |
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(305) |
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918-1980 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
Yes |
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No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes |
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No |
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company expects to report a net loss of approximately
$27.8 million for the year ended June 30, 2023. Loss from operations for the year ended June 30, 2023, is expected to decrease by approximately
$85.6 million, which was attributable to the difference of indefinite life intangible assets impairment charge of $7.1 million and $93.3
million, for the years ended June 30, 2023 and 2022, respectively. While the Company does not expect any significant changes to the aforementioned
preliminary unaudited financial information, such preliminary financial information remains subject to change pending the completion of
the Company’s financial statements as of and for the year ended June 30, 2023.
This notice contains forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the financial condition,
results of operations, earnings outlook, and prospects of Renovaro and the timing of the filing
of the 2023 Form 10-K. Forward-looking statements are typically identified by words such as “plan,” “believe,”
“expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,”
“project,” “continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict,” “should,” “would” and other similar words and expressions, but the absence of these words
does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management
of Renovaro and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of
the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include but are not limited
to those discussed and identified in public filings made with the SEC by Renovaro. Should one or more of the risks or uncertainties materialize
or should any of the assumptions made by the management of Renovaro prove incorrect, actual results may vary in material respect from
those projected in these forward-looking statements.
RENOVARO BIOSCIENCES INC. |
(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
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Date: |
September 29, 2023 |
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By: |
/s/ Luisa Puche |
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Luisa Puche |
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Chief Financial Officer |
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