13D Filings
Renovaro Inc.
LNAI
Amendment
Ownership

10.40%

Total Shares

18,133,196

Issuer CIK

1527728

CUSIP

29350E104

Event Date

Apr 9, 2025

Accepted

Apr 14, 2025, 09:46 PM

Reporting Persons (1)
NameType% of ClassAggregateSole VotingShared Voting
William Anderson Wittekind
Individual
10.40%18,133,1965,606,64412,526,552
Disclosure Items (5)

Security Title

Common Stock, par value $0.0001 per share

Issuer Name

Renovaro Inc.

Issuer Address

CENTURY CITY MEDICAL PLAZA, LOS ANGELES, CA, 90067

The information disclosed in Item 6 of this Amendment 20 is hereby incorporated by reference into this Item 4.

Percentage of Class

The information in Items 7-11 and Item 13 of the Cover Page of this Amendment No. 20, including the accompany notes, is hereby incorporated by reference into this Item 5(a).

Number of Shares

The information in Items 7-11 and Item 13 of the Cover Page of this Amendment No. 20, including the accompany notes, is hereby incorporated by reference into this Item 5(b).

Transactions

Wittekind has agreed to transfer 350,000 shares of Common Stock to RS Group ApS pursuant to a Settlement Agreement dated March 10, 2025 resolving the action entitled RS Group ApS v. GWRS Holdings, LLC (Superior Court of Los Angeles County, CA, Case No. 22-STCV26335).

Shareholders

Not applicable

Date of 5% Ownership

Not applicable

Settlement Agreement with RS Group ApS The information disclosed in response to Item 5(c) is hereby incorporated by reference into this Item 6. Amended Investor Rights Complaint In an order dated November 12, 2024, the Delaware Court of Chancery granted the motions to dismiss the claims asserted in the First Amended Complaint against RS Group ApS, RS Bio ApS, Rene Sindlev, Paseco ApS and Ole Abildgaard with prejudice. Wittekind, Weird Science and the Trusts intend to appeal these dismissals. In an order dated December 5, 2024, the Delaware Court of Chancery granted the motions to dismiss the following claims asserted in the First Amended Complaint: (i) all claims asserted by Wittekind and the Trusts with prejudice; (ii) all claims for punitive damages with prejudice; and (iii) the claims asserted by Weird Science for fraudulent concealment without prejudice. Weird Science, Wittekind and the Trusts intend to appeal the dismissal referenced in (i) and intend to seek leave to file a Second Amended Complaint that includes the claims referenced in (iii). In an order dated April 2, 2025, the Delaware Court of Chancery (1) denied the Issuer's motion to dismiss the breach of contract claims asserted by Weird Science in the First Amended Complaint (except with respect to the Form S-1 registration statement that the Issuer agreed to file pursuant to a Registration Rights Agreement between the Issuer and Lincoln Park Capital LLC dated June 20, 2023); (2) granted the motions to dismiss the claims for tortious interference asserted against K&L Gates and Clayton Parker in the First Amended Complaint; (3) granted the motions to dismiss the claims for fraudulent inducement asserted against the Issuer, K&L Gates and Clayton Parker in the First Amended Complaint; (4) granted the Issuer's motion to dismiss the breach of contract claim asserted by Weird Science in the First Amended Complaint with respect to the Form S-1 registration statement that the Issuer agreed to file pursuant to the Registration Rights Agreement between the Issuer and Lincoln Park Capital Fund LLC dated June 20, 2023); (5) granted the motion to dismiss the claim for declaratory judgment asserted by Weird Science in the First Amended Complaint; and (6) requested additional briefing under Florida law for the breach of fiduciary duty claims asserted by Weird Science against K&L Gates and Clayton Parker in the First Amended Complaint. Wittekind, Weird Science and the Trusts intend to appeal the dismissal of the tortious interference claims and the fraudulent inducement claims. Supplemental briefing on the breach of fiduciary duty claims under Florida law is scheduled to be completed on or before June 5, 2025. Once the Delaware Court of Chancery rules on the fiduciary duty claims asserted by Weird Science against K&L Gates and Clayton Parker, Weird Science intends to seek leave to file a Second Amended Complaint that includes the remaining claims, the fraudulent concealment claims against the Issuer, K&L Gates and Clayton Parker and a breach of contract claim against the Issuer for failing to notify Weird Science of its piggyback registration rights and the failure to afford Weird Science of the opportunity to include all or any portion of its shares in the Issuer's Form S-3 registration statement that became effective on November 6, 2024. Weird Science, Wittekind and the Trusts are exploring other possible claims to include in a Second Amended Complaint related to the Investor Rights Agreement, including without limitation a claim for injunctive relief to cause the Issuer to specifically perform its obligations thereunder. Issuer Complaint On November 26, 2024, Wittekind, Weird Science and the Trusts filed with the Delaware Court of Chancery their opening brief in support of their motion to dismiss all claims asserted in Renovaro Inc. v. Serhat Gumrukcu et al. (C.A. No. 2024-0678) (MTZ). The Issuer filed its brief in opposition to the motion to dismiss on January 24, 2025 and Wittekind, Weird Science and the Trusts filed their reply brief on March 14, 2025. First Amended Stockholder Derivative Complaint On or before April 15, 2025, Weird Science and Wittekind intend to file their opening brief with the U.S. Court of Appeals for the Ninth Circuit in Weird Science et al. v. Sindlev et al., 9th Cir. Case No. 24-7251. Weird Science and Wittekind are appealing the October 29, 2024 decision of the United States District Court for the Central District of California-Western Division granting the Board Defendants' motion to dismiss.

Not applicable.

Renovaro Inc. — Schedule 13D | 13D Filings