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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 4, 2024
RENOVARO
INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-38751 |
|
45-2559340 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of incorporation) |
|
|
|
Identification No.) |
2080
Century Park East, Suite 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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Consulting Agreement with
Interim Chief Financial Officer
Effective November 4, 2024, the Company entered into
an amended and restated consulting agreement (the “A&R Consulting Agreement”) with Tarsh PB Advisors with respect to Simon
Tarsh’s service as the Company’s Interim Chief Financial Officer. Pursuant to the A&R Consulting Agreement, in exchange
for Mr. Tarsh’s full-time service as the Company’s Interim Chief Financial Officer, the Company will pay Tarsh PB Advisors
$25,000 per month. In addition, Tarsh PB Advisors may be entitled to an additional payment in the amount of up to 30% of the consideration
paid under the A&R Consulting Agreement upon the achievement of certain milestones prior to the termination of the A&R Consulting
Agreement. In addition, Mr. Tarsh received (i) a bonus of $29,063 on October 31, 2024 and will be paid an additioanl bonus of $29,063
on November 30, 2024 and (ii) received 58,500 stock options that will vest upon the termination date if the Company hires a new CFO prior
to such date. The A&R Consulting Agreement has a term of three months from the date of the Agreement and may be renewed for successive
one month terms. The A&R Consulting Agreement may be terminated by any party upon thirty days advance written notice.
The A&R Consulting Agreement is attached hereto
as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the A&R Consulting Agreement is qualified in
its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
| RENOVARO INC. |
| |
| By: |
/s/
Simon Tarsh |
|
| |
Name: Simon Tarsh
Title: Interim Chief Financial Officer |
Date: November 8, 2024
EXHIBIT 10.1
AMENDED AND
RESTATED CONSULTING AGREEMENT
This AMENDED AND RESTATED CONSULTING
AGREEMENT (this “Agreement”) is made and entered into effective as of November 4, 2024 (the “Effective
Date”), by and between Renovaro Inc., a Delaware corporation (the “Company”)
and TARSH PB ADVISORS LLC, a Florida limited liability company (the “Consultant”).
WHEREAS, the parties entered
into that certain consulting agreement, effective March 11, 2025 (the “Original Agreement”);
WHEREAS, on the Effective
Date, the parties desire amend and restate in its entirety the Original Agreement, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration
of the mutual promises, covenants and promises contained herein, and intending to be legally bound hereby, the Company and the Consultant
do hereby agree and covenant as follows:
1. Consulting
Services. The Consultant shall provide the Company with the services described on Schedule A attached hereto (the “Consulting
Services”).
2. Payment;
Reimbursements.
(a) Consultant
shall be compensated as set forth on Schedule B attached hereto.
(b) All
normal and customary business expenses incurred by the Consultant under this Agreement shall be paid by the Consultant, and with prior
written approval of the Company or otherwise in accordance with the Company’s reimbursement policies in place at the time such expenses
are incurred, such expenses may be reimbursed by the Company or paid by the Company upon the request of the Consultant.
3. Independent
Contractor Relationship. All services rendered hereunder by the Consultant shall as an independent contractor. Any persons employed
by the Consultant shall be deemed conclusively as employees of the Consultant, and they shall at all times be under the Consultant’s
direction and control, and they shall be bound to the same terms as Consultant under this Agreement and under that certain Non-Disclosure
and Confidentiality Agreement, by and between the Company and Consultant and in effect in effect as of the Effective Date (the “Confidentiality
Agreement”). The Consultant shall have the full power, authority, and discretion to select the means, manner, and method of
performing the services hereunder without detail, control or direction from the Company or its officers or directors; provided that Consultant
and its employees shall follow the Company’s code of conduct, and other written policies as applicable, in all respects during the
term of this Agreement. Neither the Consultant nor any individuals employed by the Consultant shall be considered employees of the Company
for any purposes and they shall not be entitled to participate in any employee benefit plans sponsored or maintained by the Company. The
Company acknowledges that the Consultant will have other clients that it provides services to during the pendency of this Agreement, and
such services are not limited by this Agreement, subject to the obligations under the Confidentiality Agreement.
4. Term;
Termination; Future Services.
(a) The
Consultant shall commence providing services on the Effective Date, and shall continue to do so for a term (the “Term”)
of three (3) months or until the date this Agreement is terminated in accordance with Section 4(b) below (the “Termination
Date”). Unless notice of intention to terminate this Agreement is delivered in accordance with Section 4(b) below, this Agreement
shall automatically be renewed and extended for consecutive one (1) month periods upon the terms and conditions set forth herein, unless
different terms are agreed to between the parties in writing.
(b) This
Agreement is terminable at any time by either party upon thirty (30) days prior written notice to the other party, effective as of the
date set forth in such notice; provided that Company may terminate Consultant immediately for cause, which shall mean Consultant’s
(i) indictment for, conviction of or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;
(ii) breach of any obligations of confidentiality provided herein or any unauthorized disclosure of any Company trade secrets or other
confidential information; (iii) performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation
of the Company’s property; or (iv) material breach of this Agreement or any other material agreement with the Company or a material
violation of the Company’s code of conduct or other written policy; provided further that, Sections 3, 6, 7,
8, 9, 10, 11 and 12 shall survive termination of this Agreement for any reason. For purposes of this
Agreement, email notification shall be deemed to be written notice; provided further, that the Consultant may terminate this Agreement
immediately for cause, which shall mean (i) untimely receipt (within 5 days of date of payment) of the compensation set forth on Schedule
B and (ii) termination of the Directors and Officers Insurance Policy. If this Agreement is terminated by the Consultant for cause as
provided in the preceding sentence, the Company shall pay the amount of compensation due to the Consultant for the remainder of the current
Term at time of termination.
(c) For
the avoidance of doubt, any services performed by the Consultant for the Company following the Termination Date shall not be deemed as
Consulting Services governed by this Agreement.
5. Consultant
Responsible for Taxes. The Consultant agrees to accept exclusive liability for the payment of taxes due on any amounts paid under
this Agreement.
6. Non-Disparagement.
The Consultant agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Consultant will
not make negative comments or otherwise disparage the Company or its affiliates, their products or business, or any of their officers,
directors, managers, employees, consultants, equity holders or agents. The foregoing shall not be violated by truthful statements (i)
in response to legal process, required governmental testimony or filings or administrative or arbitral proceedings (including depositions
in connection with such proceedings) or (ii) made in the course of the Consultant discharging his duties for the Company. The Company
agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Company (meaning its current
and future Board members) will not make any negative comments or otherwise disparage the Consultant.
7. Non-Solicitation.
The Consultant agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Consultant will
not encourage or solicit any employee or consultant of the Company to leave the Company for any reason.
8. Compliance
with Law. The Consultant represents and warrants that the Consultant shall perform the Consulting Services in compliance with all
applicable federal, state, and local laws and regulations.
9. Arbitration,
Choice of Law. This Agreement shall be deemed to have been executed and delivered within the State of Florida, and the rights and
obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida
without regard to principles of conflict of laws. In the event of a dispute, the parties agree to arbitrate all claims related to this
Agreement before a single arbitrator in Miami-Dade County, Florida under the Rules of the American Arbitration Association.
10. Severability.
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of the Agreement which can be given effect without the invalid provisions or applications and to this end, the provisions of this Agreement
are declared to be severable.
11. Advice
of Counsel. In entering into this Agreement, the parties recognize that this Agreement is a legally binding contract and acknowledge
and agree that each party has had the opportunity to consult with legal counsel of its choice.
12. Entire
Agreement. This Agreement, together with all schedules and Exhibits made a part hereof and thereof constitute and contain the entire
agreement and final understanding between the parties covering the services to be provided by the Consultant. It is intended by the parties
as a complete and exclusive statement of the terms of their agreement, and they supersede all prior negotiations and agreements, proposed
or otherwise, whether written or oral, between the parties concerning Consulting Services. Any representation, promise or agreement not
specifically included in this Agreement shall not be binding upon or enforceable against either party. No person has any authority to
make any representation or promise on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance
upon any representations or promises except those contained herein.
13. Amendment;
Waiver. This Agreement may be modified only with a written instrument duly executed by each of the parties. The waiver by the Company
of a breach or threatened breach of this Agreement by the Consultant shall not be construed as a waiver of any subsequent breach by the
Consultant.
14. No
Assignment. The Consultant shall not assign either in whole or in part any of the Consultant’s duties or responsibilities hereunder
without the written consent of the Company, and any attempt of assignment transfer or delegation without such consent shall be void.
15. Written
Reports. The Consultant, upon request, shall provide written reports to Company’s Chief Executive Officer with respect to the
services rendered hereunder.
16. Headings.
Headings are used only for ease of reference and are not controlling.
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the Effective Date.
| COMPANY: |
|
| |
|
| RENOVARO INC. |
|
| |
|
| By |
/s/
David Weinstein |
|
| Name: |
David Weinstein |
|
| Title: |
Chief Executive Officer |
|
Notice Address:
2080 Century Park East, Suite 906
Los Angeles, CA 90067Email: DWeinstein@renovarogroup.com
With a copy to:
clayton.parker@klgates.com
| CONSULTANT: |
|
| |
|
| TARSH PB ADVISORS LLC |
|
| |
|
| By |
/s/
Simon Tarsh |
|
| Name: |
Simon Tarsh |
|
| Title: |
President |
|
Notice Address:
130 Sunrise Avenue, Apt 504
Palm Beach, FL 33480
Email: Simon@tarshpbadvisors.com
SCHEDULE A
Consulting Services
Pursuant to the terms of this Agreement, Consultant
has agreed to undertake the Services as set forth below:
| ● | Consultant
shall provide that Simon Tarsh serves as the Interim Chief Financial Officer of the Company
provide services substantially similar to those as would ordinarily be performed by a Chief
Financial Officer of the Company, including signing all applicable SOX certifications. |
| ● | Consultant
shall assist the Company in its search for a permanent Chief Financial Officer and assist
in transitioning such permanent CFO; and |
| ● | such
other consulting services to and for Company as requested from time to time by Company and
agreed upon by consultant. |
SCHEDULE B
Compensation
As consideration for the Consulting Services, the
Company shall pay the consultant $25,000 per month, which shall be paid semimonthly upon presentation of an invoice.The Company agrees
the Consultant shall be eligible for a target bonus of 30% of the total consideration paid under this Agreement upon termination of this
Agreement, upon approval by the Board based on the completion of the following objectives:
| ● | all
SEC filings are filed on time (with permitted extensions); and |
| ● | a
new CFO has been hired prior to the Termination Date. |
The Consultant was paid a bonus of $29,063 on October 31, 2024 and will
be paid a bonus of $29,063 on November 30 2024, in accordance with the bonus provision of the Original Agreement.
In addition, Simon Tarsh shall be issued 58,500 under the Company’s
2023 Equity Incentive Plan on the date hereof. Such options shall vest upon the Termination Date if a new CFO has been hired prior to
the Termination Date.
6
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Renovaro (NASDAQ:RENB)
過去 株価チャート
から 12 2024 まで 1 2025
Renovaro (NASDAQ:RENB)
過去 株価チャート
から 1 2024 まで 1 2025
