Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Binette Francois

(Last)

(First)

(Middle)

C/O RENOVARO BIOSCIENCES INC.

9480 NE 2ND AVENUE #73

(Street)

MIAMI

33138

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENOVARO INC. [ RENB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and Executive VP for R&D

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$2.38	02/13/2024		D			65,000	⁽¹⁾	07/22/2032	Common Stock	65,000	⁽²⁾	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		65,000		02/13/2024	07/22/2032	Common Stock	65,000	⁽²⁾	65,000	D
Option to Purchase Common Stock	$8.4	02/13/2024		D			65,000	04/18/2023	02/22/2032	Common Stock	65,000	⁽²⁾	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		65,000		02/13/2024	02/22/2032	Common Stock	65,000	⁽²⁾	65,000	D
Option to Purchase Common Stock	$2.15	02/13/2024		D			40,000	⁽³⁾	10/18/2032	Common Stock	40,000	⁽²⁾	0	D
Option to Purchase Common Stock	$1.92	02/13/2024		A		40,000		⁽³⁾	10/18/2032	Common Stock	40,000	⁽²⁾	40,000	D

Explanation of Responses:

1. 60% of the option vested on January 22, 2023 and 40% on July 22, 2023.

2. The transactions reported herein reflect a stock option repricing (the "Option Repricing") effective on February 13, 2024 (the "Repricing Date"). Pursuant to the Option Repricing, which was approved by stockholders on January 25, 2024, the exercise price of all repriced options has been amended to $1.92 per share, the closing price of the Company's common stock, par value $0.0001 per share (the "Common Stock"), on the date of the closing of the Registrant's acquisition of GEDi Cube Intl Ltd. There were no other changes to the terms of the options.

3. One-third of the option vested on October 18, 2023. The remainder of the option vests equally on October 18, 2024 and October 18, 2025.

	/s/ Francois Binette	02/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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