July 12, 2024

Mark DyBul
Chief Executive Officer
Renovaro Biosciences Inc.
2080 Century Park East, Suite 906
Los Angeles, CA 90067

       Re: Renovaro Biosciences Inc.
           Form 10-K for the Fiscal Year Ended June 30, 2023
           Filed October 2, 2023
           File No. 001-38758
Dear Mark DyBul:

       We have reviewed your May 31, 2024 response to our comment letter and
have the
following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our April
22, 2024 letter.

Form 10-K for the Fiscal Year Ended June 30, 2023
Notes to the Consolidated Financial Statements
Note 4 - Intangible Assets and Goodwill, page F-14

1.     We note your responses to prior comments one and two. We continue to
have difficultly
       understanding why additional impairments of your IPR&D asset and
goodwill have not
       been recorded. In this respect, it appears that your goodwill and
indefinite-lived intangible
       balances as of June 30, 2023 solely consist of amounts recorded in
conjunction with the
       February 2018 acquisition of Enochian Biopharma. Based on disclosures
made in prior
       filings, particularly your Form 10-K for the fiscal year ended June 30,
2018, the
       acquisition of Enochian Biopharma primarily consisted of a license
agreement with Weird
       Science whereby you were granted exclusive rights to use and
commercialize intellectual
       property related to HIV. Your disclosures indicate that of the $166.5
million in total
       consideration paid to acquire Enochian Biopharma, $154.8 million was
recorded as an
       indefinite-lived intangible asset (IPR&D asset) and $11.6 million was
recognized as
 July 12, 2024
Page 2

       goodwill. Given that the totality of intellectual property rights
acquired in the Enochian
       Biopharma acquisition appear to have been conveyed via the license
agreement with
       Weird Science and such license agreement was terminated in March 2024,
it is unclear
       how you determined that the remaining goodwill and IPR&D asset
associated with the
       Enochian Biopharma acquisition continue to have value. Please address
the following

             Your response to prior comment two indicates that your IPR&D asset
consists of
           rights to RENB-HV-01, RENB-HV-12 and RENB-HV-21. Please provide us
with a
           roll forward of your IPR&D asset from the date of the Enochian
Biopharma
           acquisition through June 30, 2023 which illustrates the allocation
of these product
           rights to each product candidate. Please also address the following:
             o Clarify whether your rights to RENB-HV-12 were acquired as part
of the
                 Enochian Biopharma acquisition and if so, why its development
was not
                 impacted by the termination of the Weird Science license. If
RENB-HV-12 was
                 not subject to the Weird Science license agreement, explain to
us why a portion
                 of the initial indefinite-lived intangible asset was allocated
to this product
                 candidate.
             o Clarify how a portion of your IPR&D asset (which was originally
recorded in
                 February 2018) can be attributed to RENB-HV-21 given your
disclosure on page
                 8 that your rights to RENB-HV-21 were acquired from Seraph
Research Institute
                 via a license agreement dated August 2021.

             As it relates to your goodwill impairment analysis, you disclose
that you test for
           impairment at the reporting unit level, which is one unit below the
operating segment
           level. Please identify for us each of your operating segments and
reporting units and
           provide us with an allocation of your goodwill balance as of June
30, 2023 by
           reporting unit.

             Please explain why the termination of the Weird Science license
agreement resulted
           in an impairment of your IPR&D asset but not your goodwill balance,
all of which
           appears to be attributable to the Enochian Biopharma acquisition of
which the Weird
           Science license was the primary component.

       Please contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426 if you
have questions regarding comments on the financial statements and related
matters.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Life
Sciences