UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities
Exchange Act of 1934
(Amendment No. 19)*
Renovaro 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
260 Madison Avenue, 15th Floor
New York, NY 10016
(646) 970.0611
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
November 4, 2024
(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
* 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 5,956,6441 |
| Shares Bene- |
|
|
| ficially by |
8. |
Shared Voting Power 12,526,5522 |
| Owned by Each |
|
|
| Reporting |
9. |
Sole Dispositive Power 5,956,6441 |
| Person With |
|
|
| 10. | Shared
Dispositive Power 12,526,5522 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,483,196 |
| 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) 11.4%3 |
| 14. | Type of Reporting Person (See Instructions)
I |
_____________________________
1 Consists
of (a) 3,615,757 shares owned by William Anderson Wittekind (“Wittekind”); (b) 840,319 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 161,717,342 shares of common stock outstanding as of October 27, 2024, as disclosed in the issuer’s Form 10-K/A filed
with the Commission on October 28, 2024.
EXPLANATORY NOTE
This Amendment No. 19 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 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, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16,
Amendment No. 17 and Amendment No. 18 thereto. Wittekind is the sole reporting person under this Amendment No. 19 to Schedule 13D (the
“Reporting Person”).
Capitalized terms used but not defined in this Amendment No. 18
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, Amendment
No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17 and Amendment No. 18 thereto.
| Item 4. | Purpose of Transaction |
The
information in Item 6 of this Amendment No. 19 is hereby incorporated by reference into this
Item 4.
| Item 5. | Interests in Securities
of the Issuer |
(a)-(b)
The information in Items 7-11 and Item 13 of the cover page of this Amendment No. 19,
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.
Investor Rights Agreement
On November 4, 2024 legal counsel for Weird Science, Wittekind
and the Trusts sent a letter to legal counsel for the Company, K&L Gates LLP and Clayton Parker asserting piggyback registration
rights in respect of the Form S-3 registration statement filed by the Company on October 30, 2024. A copy of such letter is attached
to this Amendment No. 19 as Exhibit 27.
First Amended Stockholder Derivative Complaint
On October 29, 2024 the United States District Court for the Central
District of California–Western Division, issued an order granting the Board Defendants’ motion to dismiss the First Amended
Stockholder Derivative Complaint. A copy of the order is attached to this Amendment No. 19 as Exhibit 28. Wittekind is evaluating an
appeal.
| Item 7. | Material
to be Filed as Exhibits
|
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this Amendment No. 19 is true, complete and correct.
Date:
November 6, 2024
| |
/s/ William Anderson Wittekind |
|
| |
WILLIAM ANDERSON WITTEKIND |
6
Exhibit 27
McCloskey Law PLLC |260MadisonAvenue,15thFloor|NewYork,NY10016| P: 646.970.0610 | F: 646.970.0614
| www.mccloskeylawpllc.comNovember 4, 2024VIA EMAILRenovaro Inc. c/o John M. SeamanAbrams & Bayliss LLP20 Montchanin Road, Suite
200Wilmington DE 19807K&L Gates LLPand Clayton Parkerc/o Neal C. BelgamSmith Katzenstein & Jenkins LLP1000 North West Street,
Suite 1501Wilmington, Delaware 19801Re:Breach of Investor Rights AgreementDear John and Neal:I write on behalf of my clientsWeird Science,
William Anderson Wittekindthe William Anderson Wittekind 2020 Wittekind 2020 Annuity TrustDybul Annuity TrustWittekind 2021 Annuity TrustMabry
Annuity TrustAnnuity Trust, the Dybul Annuity TrustTrustsTrustregarding the Investor Rights Agreement dated as of February 16, 2018 by
and among RenovaroInc., a Delaware corporation then known as DanDrit Biotech USA, Inc. RENBInvestor Rights Agreementterms used but not
defined herein have the meanings given to such terms in the Investor Rights Agreement.On October 30, 2024 RENB filed with the SEC a shelf
registration statement on Form S-3NewS-3and Erin Fogarty of K&L Gates LLP arelisted as legal counsel for RENB on the cover of the
New S-3.[i]f at any time after the Effective Date [RENB] plans to file any Registration Statement under the Securities Act for purposes
of effectinga public offering of securities of [RENB] (including, but not limited to, registration statements relating to secondary offeringsof
securities of [RENB] . . . [RENB]
@ McC|oskey LOW PLLC
shall notify all Holders
of Registrable Securities in writing at least thirty (30) days prior to filing such Registration Statement.”
Section 7.2(c)(ii) of
the Investor Rights Agreement provides, in pertinent part, “[e]ach Holder desiring to include in any such registration statement
all or any part of the Registrable Secruities held by such Holder shall, within ten (10) days afler receipt of the above—described
notice from [RENB], so notify in writing, and in such notice shall inform of the number of Registrable Securities such Holder wishes
to include in such registration statement and subject to Sections 7.2(d), and 7.2(e), [RENB] will afford each such Holder an opportunity
to include in such registration statement all or any part of the Registrable Securities then held by such Holder.” Weird Science
is a Holder of Registrable Securities and Wittekind and each of the Trusts is a Holder of Registrable Securities and./or a successor
and/or assignee to which the registration rights rmder the Investor Rights Agreement have inured. As such, Weird Science, Wittekind and
each of the Trusts were entitled to a written notice specified in Section 7.2(c)(i) of the Investor Rights Agreement at least 30
days before the New S-3 was filed with the SEC and, as provided in Section 7.2(c)(ii) of the Investor Rights Agreement, Weird Science,
Wittekind and each of the Trusts are entitled to include all or any portion of their respective Registrable Securities in the New S-3
by delivering written notice to RENB within 10 days afier receiving the written notice required by Section 7.2(c)(i) of the Investor
Rights Agreement. The failure to provide the written notice required by Section 7.2(c)(i) of the Investor Rights Agreement and the failure
to afford Weird Science, Wittekind and the Trusts the opportunity to have their shares included in the New S-3 are breaches of the Investor
Rights Agreement. Please instruct your clients to cause the written piggyback notice for the New S-3 to be sent forthwith. Also, please
advise if you believe this letter should be directed to someone else, such as Mr. Parker, Ms. Fogarty, or another representative of RENB.
Weird Science, Wittekind and each of the Trusts reserve all rights and remedies under the Investor Rights Agreement (including the right
of specific performance pursuant to Section 6 thereof), as well as all rights and remedies under applicable law.
Sincerely,
; ; (
Palr ]oskey
cc: Megan Maitia
Jack Phillips
Megan C. Haney
McCloskey Law PLLC I
260 Madison Avenue, 15"‘ Floor I New York, NY 10016| P: 646.970.0610 I F: 646.970.0614 I wwwmccloskeylawpllc com
Exhibit 28
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 UNITED STATES
DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WEIRD SCIENCE LLC et al., Plaintiffs, v. RENE SINDLEV et al., Defendants. Case No.: 2:24-cv-00645-HDV-MRW
ORDER GRANTING DEFENDANTS MOTION TO DISMISS [DKT. NO. 36] JS-6
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 I. INTRODUCTION
This case arises out of Plaintiffs, Weird Science LLC, and William Anderson Wittekinds, (Plaintiffs) derivative suit on behalf of the
shareholders of Renovaro Biosciences, Inc. (Renovaro) against Renovaros Board and Officers, various Renovaro investors, and Renovaros
outside counsel. Plaintiffs allege securities law violations, breach of fiduciary duty, corporate waste, and other claims relating to
Renovaros acquisition of the company GEDi Cube Intl Ltd. (GEDi). Board Defendants Rene Sindlev, Mark Dybul, Gregg Alton, Carol Brosgart,
Henrik Grønfeldt-Sørensen, James Sapirstein, and Jayne McNicol (collectively Board Defendants) bring this Motion to Dismiss
Plaintiffs First Amended Complaint pursuant to Rule 12(b)(6) (Motion). For the reasons discussed below, the Court finds that Plaintiffs
inappropriately allege demand futility in the First Amended Complaint after making a pre-suit demand on the Board Defendants. For that
reason, the Board Defendants Motion to Dismiss is granted.1 II. BACKGROUND Renovaro, a Delaware Corporation, is a publicly traded, pre-clinical
biotech company with pipelines for cell and gene therapies to treat and cure HIV, cancer, and other infectious diseases. First Amended
Complaint (FAC) ¶ 112 [Dkt. No. 31]. In a Proxy Statement filed with the SEC on January 3, 2024, Renovaro noticed a special meeting
of stockholders for January 25, 2024. Id. ¶ 2. The special meeting was related to Renovaros acquisition of GEDi pursuant to a Stock
Purchase Agreement. Id. Plaintiffs brought this action on January 23, 2024, id. ¶ 3. [Dkt. No. 1], and sought an ex parte TRO to
ensure the Board Defendants cured the Section 14(a) and 13(d) violations before the special meeting, allowing all stockholders to vote
with all available material information. Id. This Court denied the TRO and the special meeting moved forward on January 25. Id. Renovaro
closed on the GEDi acquisition on February 13, 2024. Id. 1 The Court has reviewed Plaintiffs Notice of Subsequent Event Related to Pending
Motion to Dismiss regarding the changes within the Board of Directors composition. [Dkt. No. 43]. The Court concludes that the events
referenced in the Notice are not materially relevant or pertinent to the legal issues regarding demand futility addressed in the Courts
Order.
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 On January
19, 2024four days before Plaintiffs initiated this action and six days before the special meetingPlaintiffs sent a letter to the Board
Defendants demanding corrected action (the Letter) and attached the already-drafted complaint to the letter. FAC ¶ 124. The Letter
stated that Plaintiffs write to demand that the Companys Board of Directors (Board) take the following immediate corrective action to
address the misconduct and corporate wrongdoing described in the . . . Complaint. Motion, Ex. A. Plaintiffs incorporated twenty-one unique
demands into the Letter. See id. But Plaintiffs nonetheless filed this action because they did not believe that the Board would consider
the violations and misconduct identified in the Letter. FAC ¶ 125. Plaintiffs contend in the FAC that demand on the Board Defendants
would have been futile. Id. After the TRO was denied, the Board Defendants formed a Special Committee to investigate the issued raised
in the Letter. Id. ¶ 127. And in response to the investigation, Plaintiffs sent a Supplemental Demand for Corrective Action letter
(Supplemental Letter) to Board Defendants on February 27, 2024. See Motion, Ex. B. The Supplemental Letter included the original demands
and sought further areas of investigation by the Board Defendants. See id. Plaintiffs filed the First Amended Complaint on June 21, 2024.
[Dkt. No. 31]. Defendants filed the Motion to Dismiss on July 19, 2024. [Dkt. No. 36]. The Court heard oral argument on October 3, 2024,
and took the Motion under submission. [Dkt. No. 42]. III. LEGAL STANDARD Board Defendants bring this Motion pursuant to Federal Rule
of Civil Procedure 12(b)(6) (Rule 12(b)(6)). To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted
as true, to state a claim to relief that is plausible on its face. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp.
v. Twombly, 550 U.S. 544, 570 (2007)). A claim has facial plausibility when the plaintiff pleads factual content that allows the court
to draw the reasonable inference that the defendant is liable for the misconduct alleged. Iqbal, 556 U.S. at 678. Ultimately, a court
may not dismiss a complaint in which the plaintiff has alleged enough facts to state a claim to relief that is plausible on its face.
Iqbal, 556 U.S. at 697 (quoting Twombly, 550 U.S. at 570). Only where a plaintiff fails to nudge[ ] [his or her] claims ... across the
line from conceivable to plausible[,] is the complaint properly dismissed. Iqbal, 556 U.S. at 680. While the
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 plausibility
requirement is not akin to a probability requirement, it demands more than a sheer possibility that a defendant has acted unlawfully.
Id. at 678. The determination of whether a complaint satisfies the plausibility standard is a context-specific task that requires the
reviewing court to draw on its judicial experience and common sense. Id. at 679. IV. DISCUSSION Board Defendants maintain that Plaintiffs
action must be dismissed because Plaintiffs have made a formal pre-suit demand and then alleged demand futility. Motion at 5. Under Delaware
Chancery Law Rule 23.1, a stockholder wanting to bring a derivative action must first demand that the board take action. See Del. Ch.
Ct. R. 23.1. And if a plaintiff chooses not to make a demand, then the plaintiff stockholder must plead why it would have been futile
to present a demand to the board. See id.; see also City of Tamarac Firefighters Pension Tr. Fund v. Corvi, No. CV 2017-0341-KSJM, 2019
WL 549938 at *5 (Del. Ch. Feb. 12, 2019). But a plaintiff may not claim demand futility when it has made a demand on the board of directors.
See Quantum Tech. Partners II, L.P. v. Altman Browning & Co., 436 F. Appx 792, 793 (9th Cir. 2011). As the Delaware courts have noted,
the option to make a pre-suit demand or plead demand futility are mutually exclusive: a stockholder is not permitted to have his cake
and litigate it, too. Dahle v. Pope, No. CV 2019-0136-SG, 2020 WL 504982 at *6 (Del. Ch. Jan. 31, 2020). Plaintiffs do not dispute this
well-established principle, but, rather, advance two arguments in response: (1) that the Letter was not a pre-suit demand, and (2) the
action must be allowed because the demands in the Letter were wrongfully refused. Opposition at 34 [Dkt No. 39]. A. Pre-Suit Demand The
first determination the Court must therefore make is whether Plaintiffs Letter constitutes a pre-suit demand. Under Delaware law, a communication
constitutes a demand if it communicates (i) the identity of the alleged wrongdoers, (ii) the wrongdoing they allegedly perpetrated and
the resultant injury to the corporation, and (iii) the legal action the shareholder wants the board to take on the corporation's
behalf. Dahle, 2020 WL 504982 at *5 (citing Yaw v. Talley, No. CIV.A. 12882, 1994 WL 89019 (Del. Ch. Mar. 2, 1994)). But if a stockholder
communication is ambiguous, it should not be considered a demand. Id. The burden of demonstrating that a pre-suit
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 stockholder
communication qualifies as a demand under Rule 23.1 lies with the party asserting as much. Solak on Behalf of Ultragenyx Pharm. Inc.
v. Welch, No. CV 2018-0810-KSJM, 2019 WL 5588877 at *4 (Del. Ch. Oct. 30, 2019), affd, 228 A.3d 690 (Del. 2020). The Court finds that
the Letter is a pre-suit demand. As a preliminary matter, it is entitled Demand for Corrective Action. Motion, Ex. A. The Letter expressly
and formally demands that the Board Defendants take immediate corrective action to address the misconduct and corporate wrongdoing described
in the original complaint attached to the Letter. Id. The corrective actions requested in the Letter include disgorgement of shares,
commencement of legal action against Renovaros attorneys, and action supplementing the proxy statement submitted to the SEC by including
additional disclosures. In short, Plaintiffs identify the alleged wrongdoers (the Board Defendants), specify the alleged wrongs committed,
and include twenty-one requests for corrective action. Id. On this record, the Court concludes that the Board Defendants have met their
burden of establishing that Plaintiffs Letter is a pre-suit demand. B. Wrongful Refusal In cases where a pre-suit demand has been made
and the board of directors refrains from acting, courts then determine whether the board wrongfully refused the demand. See Solak, 2019
WL 5588877 at *8. A plaintiff asserting wrongful refusal must allege with particularity facts that give rise to a reasonable doubt as
to the good faith or reasonableness of the Boards investigation, i.e., facts that support an inference that the board committed gross
negligence or acted in bad faith. Id. The FAC does not plead particularized facts alleging that the Board Defendants acted with gross
negligence in refusing the demands. A board is grossly negligent when it fails either to investigate the demand at all or engages in
an inadequate investigation. Ironworkers Dist. Council of Philadelphia & Vicinity Ret. & Pension Plan v. Andreotti, No. CV 9714-VCG,
2015 WL 2270673 at *26 (Del. Ch. May 8, 2015). Here, after Plaintiffs filed their suit, the Board Defendants created a Special Committee
to investigate the demands in Plaintiffs Letter. FAC ¶ 128. And that investigation is (by all accounts) still ongoing. See Reply
at 5 [Dkt. No. 41]. Indeed, Plaintiffs were aware of the creation of the Special Committee because Plaintiffs requested the committee
to
123456789101112131415161718192021222324252627286investigate further issues in PlaintiffsSupplemental
Letter. While such an argument could conceivably be made once the results of the investigation are known, the Court concludes thatat
this timethere is no basis to argue that the Board Defendants have been grossly negligent in their investigation. In summary, because
Plaintiffs submitted a pre-suit demandand cannot at this time plead facts showing that Defendants ongoing investigation amounts to gross
negligence, the current action must be dismissed without prejudice. V.CONCLUSION The Motion to Dismiss is grantedand the FAC is dismissed
without leave to amend.2Dated: October 29, 2024HernánD. VeraUnitedStatesDistrictJudge2Plaintiffs have already had an opportunity
to amend the Complaint, and the Court finds that any further amendment would be futileat this time.nánDVera
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