UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities
Exchange Act of 1934
(Amendment No. 13)*
Renovaro Biosciences
Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
29350E 104
(CUSIP Number)
William Anderson Wittekind
8581 Santa Monica Blvd. #317
West Hollywood, CA 90069
(424) 235-1810
with a copy to:
Patrick T. McCloskey
McCloskey Law PLLC
425 Madison Avenue, Suite 1700
New York, NY 10017
(646) 970.0611
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
October 27, 2023
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 29350E104
| 1. | Names of Reporting Persons. |
| | | I.R.S. Identification Nos. of above persons (entities only). |
| | | |
| | | William
Anderson Wittekind |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Source
of Funds (See Instructions) OO |
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| | | |
| 6. | Citizenship
or Place of Organization United States |
| |
|
|
| Number of |
7. |
Sole Voting Power 6,429,8241 |
| Shares Bene- |
|
|
| ficially by |
8. |
Shared Voting Power 12,526,5522 |
| Owned by Each |
|
|
| Reporting |
9. |
Sole Dispositive Power 6,429,8241 |
| Person With |
|
|
| 10. | Shared
Dispositive Power 12,526,5522 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,956,376 |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| 13. | Percent
of Class Represented by Amount in Row (11) 28.4%3 |
| 14. | Type of Reporting Person (See Instructions)
I |
_____________________________
1 Consists of (a) 3,615,757 shares owned by William Anderson Wittekind
(“Wittekind”); (b) 1,313,499 shares owned by Weird Science LLC (“Weird Science”); (c) 633,921 shares owned by
the William Anderson Wittekind 2020 Annuity Trust, a grantor retained annuity trust of which Wittekind is the sole trustee (the “Wittekind
2020 Annuity Trust”); (d) 450,568 shares owned by the Dybul 2020 Angel Annuity Trust, a grantor retained trust of which Wittekind
is the sole trustee (the “Dybul 2020 Annuity Trust”); (e) 50,000 shares owned by the Ty Mabry 2021 Annuity Trust, a grantor
retained annuity trust of which Wittekind is sole trustee (the “Mabry 2021 Annuity Trust”); and (f) 366,079 shares owned
by the William Anderson Wittekind 2021 Annuity Trust, a grantor retained annuity trust of which Wittekind is the sole trustee (the “Wittekind
2021 Annuity Trust” and, together with the Wittekind 2020 Annuity Trust, the Dybul 2020 Annuity Trust and the Mabry 2021 Annuity
Trust, the “Trusts”). In his capacity as the sole manager of Weird Science, Wittekind has sole voting and sole dispositive
power over the shares owned by Weird Science. In his capacity as the sole trustee of the Trusts, Wittekind has sole voting power and
sole dispositive power over the shares owned by the Trusts.
2 Consists
of 88,121 shares owned by Wittekind and Serhat Gumrukcu, Wittekind’s spouse (“Gumrukcu”), as joint tenants with a right
of survivorship (“JTWROS”) and 12,438,431 shares owned by Gumrukcu, of which Wittekind shares voting power and dispositive
power through a power of attorney dated June 24, 2022. Pursuant to an order of the United States District Court for the District of Vermont
(the “Vermont District Court”) dated October 27 2023, the 12,438,431 shares owned by Gumrukcu are subject to a writ
of attachment to secure the plaintiffs’ claim in The Estate of Gregory Davis et al. v. Serhat Daniel Gumrukcu (Civil Case
No. 5:22-cv-123).
3
Based upon 66,698,144 shares of common stock outstanding as of October 24, 2023 as disclosed in the issuer’s Form 10-K/A filed
with the Commission on October 30, 2023.
EXPLANATORY NOTE
This Amendment No. 13 amends the Schedule 13D filed by Weird Science
LLC, a California limited liability company (“Weird Science”) and William Anderson Wittekind, a member and
manager of Weird Science (“Wittekind”) with respect to the shares of common stock, par value $0.0001 per share
(“Common Stock”) of Renovaro Biosciences Inc. (the “Issuer”) received by Weird Science
pursuant to that certain Agreement and Plan of Merger dated January 12, 2018 (the “Merger Agreement”) by and
among the Issuer (then known as DanDrit BioTech USA, Inc.), DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Issuer (“Merger Sub”), Renovaro Biopharma, Inc., a Delaware corporation then known as Enochian
Biopharma Inc. (“Target”), and Weird Science, in its capacity as the majority stockholder of the Target, as
amended by Amendment No. 1, Amendment No. 2, Amendment 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment
No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12 thereto. Wittekind is the sole reporting person under
this Amendment No. 13 to Schedule 13D (the “Reporting Person”).
Capitalized terms used but not defined in this Amendment No. 13
have the meanings given to such terms in the initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment
No. 12 thereto.
| Item 4. | Purpose of Transaction |
The following statement under Item 4 in the initial Schedule 13D
beneath the caption Conditions related to consulting agreements “Gumrukcu Health sold these 200,000 shares at $8.00 per
share in a private resale on or about February 21, 2018” is hereby corrected and amended to read in its entirety as follows: “Gumrukcu
Health sold these 200,000 shares at $5.00 per share to Paseco ApS in a private resale on or about February 16, 2018 (the date of the
closing under the Merger Agreement) pursuant to a Stock Purchase Agreement dated as of February 13, 2018.”
(a) Pursuant to the piggyback
registration rights provisions under the Investor Rights Agreement among the Issuer, Weird Science and RS Group Aps dated February 16,
2018 (the “Investor Rights Agreement”), on August 17, 2023 Weird Science delivered a Selling Stockholder Notice
and Questionnaire to the Issuer, electing to include 1,216,467 shares of its Common Stock in the Form S-1 registration statement the
Issuer agreed to file under the Registration Rights Agreement dated June 20, 2023 between the Issuer and Lincoln Park Capital Fund LLC
(the “2023 ELOC Registration Rights Agreement”). Such Selling Stockholder Notice and Questionnaire is attached
to this Amendment No. 13 as Exhibit 11. The Issuer denied piggyback registration rights for Wittekind and the Trusts with respect to
such Form S-1 (the “Lincoln Park S-1”).
The contractual deadline for filing the Lincoln Park S-1 was July
10, 2023 (20 days after the date the 2023 ELOC Registration Rights Agreement was signed). Under Section 7.3(a) of the Investor Rights
Agreement, the Issuer is required to furnish Weird Science with a copy of the Lincoln Park S-1 not less than five trading days before
it is filed. As of the date of this Amendment No. 13, Weird Science has not received a copy of the Lincoln Park S-1.
If the Lincoln Park S-1 is filed with the SEC and becomes effective,
the Reporting Person intends to cause Weird Science to sell its 1,216,467 shares of Common Stock pursuant to the Lincoln Park S-1.
The information in Item 6 of this Amendment No. 13 beneath the
caption Registration rights under the Investor Rights Agreement is hereby incorporated by reference into this Item 4(a).
| Item 5. | Interests in Securities
of the Issuer |
The following statement under Item 5(a)-(c) in the initial Schedule
13D “As disclosed elsewhere in this Statement, as contemplated by Section 7.3.12 of the Merger Agreement, Gumrukcu Health sold
the 200,000 shares of Common Stock for $8.00 per share in a private resale on or about February 21, 2018” is hereby corrected and
amended to read in its entirety as follows: “As disclosed elsewhere in this Statement, it was a condition to the Target’s
obligation to close that Gumrukcu be given a reasonable opportunity prior to the closing to sell at least 175,000 shares of Common Stock
at not less than $8.00 per share. Gumrukcu Health sold 200,000 shares at $5.00 per share to Paseco ApS in a private resale on or about
February 16, 2018 (the date of the closing under the Merger Agreement) pursuant to a Stock Purchase Agreement dated as of February 13,
2018.”
(a)-(b) The information in Items 7-11 and
Item 13 of the cover page of this Amendment No. 13, including the accompanying footnotes, is hereby incorporated by reference into this
Item 5.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Vermont civil action and the writ of attachment
On October 27, 2023 the United States District Court for the District
of Vermont (the “Vermont District Court”) issued an opinion and order in Estate of Gregory Davis and Melissa
Davis v. Serhat Daniel Gumrukcu, (Civil Case No. 5:22-cv-0123-gwc)) (the “Vermont Civil Action”), ruling
that the shares of Common Stock held by Gumrukcu (12,438,431) are subject to a writ of attachment to secure the plaintiffs’ claim
in the Vermont Civil Action.
The opinion and order states that, based on the plaintiffs’
estimated maximum claim value of $25,000,000 and the market price of the Company’s Common Stock as of October 27, 2023, the shares
owned by Gumrukcu provide adequate security and neither the 88,121 shares of Common Stock owned by Wittekind and Gumrukcu as JTWROS nor
the 3,615,757 shares of Common Stock owned by Wittekind are subject to the writ of attachment. The opinion and order states that if the
value of the attached property (Gumrukcu’s 12,438,431 shares of Common Stock) declines in value, the plaintiffs can renew their
allegations to have the shares of Common Stock owned by Gumrukcu and Wittekind as JTWROS and the shares of Common Stock owned by Wittekind
attached.
Registration rights under the Investor Rights Agreement
On June 7, 2023 Weird Science and Wittekind (individually and in
his capacity as the sole trustee of each of the Trusts) (the “Registration Rights Plaintiffs”) filed a breach
of contract complaint against the Issuer in the Delaware Court of Chancery (the “Registration Rights Complaint”).
The Registration Rights Complaint seeks damages to be proven at trial for the Issuer’s failure to (a) provide written piggyback
registration rights notices to Weird Science, Wittekind and the Trusts and (b) afford Weird Science, Wittekind and the Trusts the opportunity
to have their shares included for resale in the Form S-3 registration statements filed by the Issuer on July 13, 2020 and February 11,
2022, all in breach of the Investor Rights Agreement.
On September 15, 2023 the Issuer filed a motion to dismiss the
Registration Rights Complaint in which the Issuer argues, among other things, that Wittekind and the Trusts are not entitled to the registration
rights under the Investor Rights Agreement because “they cannot meet the definition of Stockholders or Permitted Transferees.”
The Reporting Person believes this position is without merit and intends to challenge it in an amended complaint the Reporting Person
intends to cause the Registration Rights Plaintiffs to file with the Delaware Court of Chancery (the “Amended Registration
Rights Complaint”).
In the Amended Registration Rights Complaint, the Registration
Rights Plaintiffs intend to, among other things:
| · | seek
specific performance to cause the Issuer to afford Wittekind and the Trusts the right to
include all or any portion of their shares of Common Stock in the Lincoln Park S-1, and any
other registration statement(s) to which the piggyback registration rights under the Investor
Rights Agreement apply; and |
| · | seek
a declaratory judgment that Wittekind and the Trusts are entitled to the registration rights
under the Investor Rights Agreement. |
If the Issuer continues to take the position that Wittekind and
the Trusts are not entitled to the registration rights under the Investor Rights Agreement and/or the Delaware Court of Chancery rejects
specific performance and/or declaratory relief on this issue, the Reporting Person may:
| · | transfer
to Weird Science all or any portion of (A) his 3,615,757 shares of Common Stock and (B) the
88,121 shares held by Wittekind and Gumrukcu as JTWROS; and |
| · | cause
the Trusts to transfer to Weird Science all or any portion of the 1,500,568 shares of Common
Stock owned by the Trusts, |
in each case for the purpose of enabling Weird Science to avail
itself of the registration rights as a “Stockholder” (as defined in the Investor Rights Agreement) with respect to the shares
of Common Stock so transferred to Weird Science (and any other shares of Common Stock held by Weird Science that were issued under the
Merger Agreement) to the fullest extent provided under the Investor Rights Agreement.
Similarly, if the Issuer continues to take
the position that Wittekind and the Trusts are not entitled to the registration rights under the Investor Rights Agreement and/or the
Delaware Court of Chancery rejects specific performance and/or declaratory relief on this issue, the Reporting Person may, in his capacity
as attorney-in-fact under a power of attorney dated June 24, 2022 (see Exhibit 9 to Amendment No. 10), cause all or any portion of Gumrukcu’s
12,438,431 shares of Common Stock to be transferred to Weird Science for the purpose of enabling Weird Science to avail itself of the
registration rights as a “Stockholder” (as defined in the Investor Rights Agreement) with respect to the shares of Common
Stock so transferred to Weird Science (and any other shares of Common Stock held by Weird Science that were issued under the Merger Agreement)
to the fullest extent provided under the Investor Rights Agreement. Since the shares of Common Stock owned by Gumrukcu are currently
subject to a writ of attachment issued by the Vermont District Court, any such transfer would require advance relief from the Vermont
District Court.
In addition to resales under any applicable registration statement
covering shares of Common Stock pursuant to the Investor Rights Agreement, Wittekind may, and Wittekind may cause Weird Science and the
Trusts to, resell shares of Common Stock from time to time in accordance with Rule 144 under the 1933 Act or in private transactions.
| Item 7. | Material to be Filed as Exhibits |
*Personally identifiable information has been
redacted from this Exhibit in accordance with Item 601(a)(5) of Regulation S-K (17 CFR § 229.601(a)(6)).
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Amendment No. 13 is true, complete and correct.
Date: November 3, 2023
| |
/s/ William Anderson Wittekind |
|
| |
WILLIAM ANDERSON WITTEKIND |
7
Exhibit 11
316281438.2 The undersigned beneficial owner of shares of common stock, par value $0.0001 per share (the Common StockParentands Commissiona registration statement on Form S-Registration StatementSecurities Actgistration of the resale of the shares of Common Stock held by Registrable Securitiesstockholders whose Common Stock will be included in the Registration Statement. This Questionnaire seeks information necessary to complete the registration of these shares with the Commission. To sell or otherwise dispose of any Registrable Securities in the offering, a holder or beneficial owner of Registrable Securities will be required to agree to be named as a selling stockholder in the Questionnaire Please respond to every question unless otherwise directed. applicabotherwise, answers should be given as of the date you complete this Questionnaire. If there is any response or underlying factual matter about which you are uncertain, please discuss the matter fully and include any additional explanation or information which you believe is helpful. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. Please complete, sign, date, and email or fax this Questionnaire as soon as possible to Erin L. Fogarty, counsel for Parent, at email: . Please call Ms. Fogarty, counsel to Parent at with any questions regarding this Questionnaire.
316281438.2 2 NOTICE Selling Stockholderelects to register for resale the Registrable Securities owned by it and listed below in Question 5 (unless otherwise specified under such Question 5) in the Registration Statement.
316281438.2 3 QUESTIONNAIRE The undersigned hereby provides the following information to Parent and represents and warrants that such information is accurate: 1. Name. Full Legal Name of Selling Stockholder: Weird Science, LLC 2. Address for Notices to Selling Stockholder. 8581 Santa Monica Blvd. #317 West Hollywood, CA 90069 Telephone: Fax: Email Address Contact Person: William Anderson Wittekind 3. Relationship with Parent. Describe the nature of any position, office or other material relationship the Selling Stockholder has had with Parent during the past three years: Weird Science LLC is a plaintiff in a pending civil action against Parent in the Delaware Court of Chancery, Weird Science et al. v. Enochian Biosciences Inc. (C.A. No. 2023-0599-MTZ). Carl Sandler, a member and former manager of Weird Science LLC, was a director of Parent from February 2018 until March 25, 2022. Weird Science LLC is a party to that certain Investor Rights Agreement dated as of February 16, 2018 by and among Parent, RS Group ApS and Weird Science LLC. Weird Science LLC was a party to that certain Standstill and Lock-Up Agreement dated as of February 16, 2018 by and among Parent, RS Group ApS and Weird Science LLC. Weird Science LLC is a party to that certain License Agreement dated as of February 16, 2018 by and between Weird Science LLC and Enochian Biopharma, Inc., a wholly-owned subsidiary of Parent. 4. Organizational Structure. Please indicate or (if applicable) describe how the Selling Stockholder is organized. (a) Is the Selling Stockholder a natural person? (If so, please mark the box and skip to Question 5.) Yes No (b) Is the Selling Stockholder a reporting company under the Securities Exchange Act of 1934, as amended (the )? (If so, please mark the box and skip to Question 5.)
316281438.2 4 Yes No (c) Is the Selling Stockholder a majority-owned subsidiary of a reporting company under the Exchange Act (including Parent)? (If so, please mark the box and skip to Question 5.) Yes No (d) Is the Selling Stockholder a registered investment company under the Investment Company Act of 1940? (If so, please mark the box and skip to Question 5.) Yes No (e) Legal Description of Selling Stockholder: Please describe the type of legal entity that the Selling Stockholder is (e.g., corporation, partnership, limited liability company, etc.): Limited liability company (f) Please indicate whether the Selling Stockholder is controlled by another entity (such as a parent company, a corporate member, corporate shareholder, etc.) or is controlled by a natural person. Controlled by: Natural Person(s) Entity Please indicate the name of the natural person(s)who has voting or investment control over the shares held by the Selling Stockholder and the position of control that person(s) holds in or over the Selling Stockholder, then move to Question 5. I Name of natural person(s): William Anderson Wittekind is the sole manager of Weird Science LLC and, as such, has sole voting power and sole investment power over the shares owned by Weird Science LLC under Rule 13d-3. Controlling position in Selling Stockholder (e.g., sole member, controlling shareholder, sole stockholder, trustee, etc.): Serhat Daniel Gumrukcu owns a majority of the outstanding voting units of Weird Science LLC and, as such, may be deemed to control Weird Science LLC as such term is defined in Rule 12b-2.
316281438.2 6 5. Beneficial Ownership of Registrable Securities: beneficially owns as of the date of this Questionnaire: 1,313,499 (b) Please state the number of shares of the Registrable Securities that the Selling Stockholder wishes to have registered for resale in the Registration Statement. Common Stock: 1,216,467 6. Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer? Yes No compensation for investment banking services to Parent? Yes No N/A Note: If the answer to Question 6(b) is no, Commissiidentified as an underwriter in the Registration Statement. (c) Is the Selling Stockholder an affiliate of a broker-dealer? Yes No (d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes No N/A identified as an underwriter in the Registration Statement.
316281438.2 7 7. Legal Proceedings with Parent. Is Parent a party to any pending legal proceeding in which the Selling Stockholder is named as an adverse party? Yes No State any exceptions here: Please see the response to Item 3. 8. Reliance on Responses. The undersigned acknowledges and agrees that Parent and its legal counsel shall be entitled to rely on its responses in this Questionnaire in all matters pertaining to the Registration Statement and the sale of any Registrable Securities pursuant to the Registration Statement.
316281438.2 [Signature Page to Selling Stockholder Notice and Questionnaire] The undersigned agrees to promptly notify Parent of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Questions 1 through 7 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. Note: EACH BENEFICIAL OWNER, including each corporation and natural person named in the answer to question 4(f) must execute this Notice and Questionnaire. IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. BENEFICIAL OWNER (individual) BENEFICIAL OWNER (entity) WEIRD SCIENCE LLC Print Name Name of Entity Signature Signature Print Name:William Anderson Wittekind Signature (if Joint Tenants or Tenants in Common) Title: Manager BENEFICIAL OWNER (individual) BENEFICIAL OWNER (entity) Print Name Name of Entity Signature Signature Print Name:Signature (if Joint Tenants or Tenants in Common) Title:
316281438.2 PLEASE EMAIL A PDF COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL TO: Attn: Erin L. Fogarty K&L Gates LLP - Counsel to Enochian BioSciences Inc. 200 S Biscayne Blvd. Miami, FL 33131
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