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Washington, DC 20549






Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 1, 2024


(Exact name of registrant as specified in its charter)



(Former name, if changed since last report)


Delaware   001-38751   45-2259340
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)


2080 Century Park EastSuite 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On February 1, 2024, Renovaro Biosciences Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Authorized Share Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the total number of authorized shares of capital stock of the Company from 110,000,000 to 360,000,000 and to increase the total number of authorized shares of common stock, par value $0.0001 per share, of the Company from 100,000,000 to 350,000,000, effective immediately. The Authorized Share Amendment was approved by the Company’s stockholders at the special meeting of the Company’s stockholders held on January 25, 2024.


The foregoing description of the Authorized Share Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Authorized Share Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 hereto, and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


3.1   Certificate of Amendment, filed February 1, 2024   Filed herewith
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)    






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.


  By:  /s/ Luisa Puche
    Name: Luisa Puche
Title: Chief Financial Officer


Date: February 7, 2024