Form 8-K - Current report

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): January 1, 2025

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 1.01. Entry into a Material Definitive Agreement.

On January 6, 2025, Renovaro Inc. (“Renovaro”) announced that it entered into a binding letter of intent with Predictive Oncology Inc. (NASDAQ: POAI) (“Predictive Oncology”) for Predictive Oncology to be acquired by Renovaro in exchange for preferred stock of Renovaro.

Under the terms of the binding letter of intent, Predictive Oncology will be merged into Renovaro in exchange for a newly created series of preferred stock of Renovaro. The preferred stock will be issued to shareholders of Predictive Oncology in a 1:1 exchange for their existing Predictive Oncology common stock. The preferred stock is automatically redeemable for $3.00 per share after 18 months and may also be converted to freely tradeable, registered Renovaro common stock at a 1:1 conversion ratio by either the holders thereof or Renovaro at any time after Renovaro’s common stock has traded at or above $4.50 per share for 30 consecutive trading days. Renovaro also has the right to redeem the preferred stock for cash at a redemption price of $3.00 per share (i) if the trading price of its common stock is $3.00 or less or (ii) such preferred stock has not been converted within 30 days after the first date on which the holder could request such conversion as described above. Notwithstanding the foregoing, if holders of Predictive Oncology’s Series A and Series B warrants do not exercise their warrants before January 15, 2025, Renovaro has agreed to purchase up to 2.33 million shares of Predictive Oncology’s common stock at $1.07 per share. The parties have agreed to enter into definitive documentation for the merger by no later than February 28, 2025. The merger is subject to a minimum fundraising of $15 million by Renovaro, as well as formal approval by the shareholders of Predictive Oncology. A failure to obtain shareholder approval within sixty days from the parties’ execution of the definitive agreement, and so long as Renovaro has purchased the Predictive Oncology shares as described above or the equivalent amount of capital is received by Predictive Oncology either through a warrant exercise or Renovaro’s purchase of common shares or a combination thereof representing, in the aggregate, additional investment of not less than $1,000,000, will entitle Renovaro to a two-year exclusive royalty-free license to Predictive Oncology’s biobank of tumor samples and tumor-specific 3D cell culture models.

There can be no assurance that a definitive merger agreement or transaction with Predictive Oncology will be executed, or as to the timing of any such agreement or transaction. Renovaro does not intend to discuss or disclose further developments regarding these discussions unless and until its Board of Directors has approved a transaction or otherwise determined that further disclosure is appropriate or required by law.

Item 7.01 Regulation FD Disclosure.

On January 6, 2025, the Company issued a press release announcing that it had entered into a binding letter of intent with Predictive Oncology for Predictive Oncology to be acquired by Renovaro in exchange for preferred stock of Renovaro, the entire text of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be filed.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

1.1		Letter of Intent between Predictive Oncology and Renovaro.
99.1		Press Release of Renovaro Inc. dated January 6, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ David Weinstein
		Name: David Weinstein Title: Chief Executive Officer

Date: January 7, 2025

Exhibit 1.01

January 1, 2025

Raymond Vennare

Predictive Oncology Inc.

91 43rd Street, Suite 110

Pittsburgh, PA 15201

Confidential

Dear Raymond,

Thank you very much for the opportunity to review Predictive Oncology Inc. (referred to as the “Company”, “Predictive”, or the “Seller”). We have enjoyed our discussions with you to date and are excited about your business model and prospects and very encouraged by the potential that we could achieve together. This letter (“Letter”) sets forth the economic and certain other terms related to the proposed acquisition of all of the capital stock of Predictive by Renovaro Inc. or an affiliate (“Buyer”). The acquisition of the Company is referred to as the “Transaction” and Buyer and Seller are referred to collectively as the “Parties.” This Letter is intended to be legally binding upon execution by you as provided below, provided that it shall terminate automatically as provided in paragraph 4 below if the Parties have not executed the definitive agreement for the Transaction.

The Parties agree as follows:

The purchase price for all capital stock of the Company (including all derivative securities) outstanding on the date of the closing of the Transaction, on a cash-free, debt-free basis will consist of shares of a newly created series of preferred stock of Renovaro (the “Preferred Stock”), which will be initially convertible into up to 9,000,000 shares of Renovaro common stock on a 1:1 conversion ratio. The number of shares of Preferred Stock to be issued will equal the number of shares of Company common stock outstanding at the time the merger agreement is executed. The Preferred Stock shall be redeemed by Renovaro for $3.00 per share not later than 18 months after closing of the merger if it has not already been redeemed or converted as described immediately below. From the date of the closing, (i) Renovaro or the holders of Preferred Stock individually shall each have the right to convert the Preferred Stock that they hold into freely tradeable registered shares of Renovaro common stock at a 1:1 conversion ratio at any time after the market trading price of Renovaro’s common stock has traded at or above $4.50 for 30 consecutive trading sessions; and (ii) Renovaro has the right to redeem the Preferred Stock for cash at a redemption price of $3.00 per share if the trading price of its common stock is $3.00 or less or it has not been converted under (i) within 30 days after the first date on which the holder could request such conversion. During the period from the date hereof to the date this Letter is terminated pursuant to Section 3 below:

the Company and its directors, officers, employees, agents and other representatives shall authorize Buyer to conduct its due diligence investigation, including visits by Buyer personnel and/or representatives to the premises of the Company and at the Company’s discretion will provide (i) reasonable access to its properties, personnel, customers, vendors, landlords, facilities, contracts, books and records, financial and operating data, contracts and other documents; and (ii) access to all books and records, financial and operating data, contracts and other documents or information as Buyer or its representatives may reasonably request, provided, that the Company shall be entitled to withhold competitively sensitive information, including without limitation pricing, terms and employee data, until the Transaction process has significantly progressed.

Buyer and its directors, officers, employees, agents and other representatives shall authorize the Company to conduct its due diligence investigation and at the Company’s discretion will provide access to all books and records, financial and operating data, contracts and other documents or information as the Company or its representatives may reasonably request, provided, that Buyer shall be entitled to withhold competitively sensitive information, including without limitation pricing, terms and employee data, until the Transaction process has significantly progressed.

During the period from the date hereof to the date this Letter is terminated pursuant to Section 4 below, the Company will operate its business in the ordinary course, consistent with past practices. Without limiting the generality of the foregoing, the Company will not (i) enter into contracts outside the ordinary course of business to be performed after Closing, (ii) unless previously disclosed to Buyer, increase compensation or benefits to any senior executives, (iii) waive rights to receive any accounts receivable or loan receivable, or (iv) waive any other material rights or claims of the Company. Notwithstanding the foregoing, Buyer acknowledges and agrees that the Company may, without Buyer’s consent or approval, (i) issue up to 2,333,007 shares of common stock for a warrant exercise and (ii) may discuss, negotiate and agree upon a potential sale of its Skyline business. If the warrant exercise for the full number of such shares in (i) does not happen by January 15, 2025, the Buyer will acquire the unpurchased shares up to a number of shares that does not exceed 19.99% of the Company’s issued and outstanding shares on the same terms as were offered to the warrant holders, provided that such shares shall be unregistered.

This Letter shall terminate upon the earliest to occur of: (i) the execution and delivery of the definitive purchase agreement by the Company and Buyer and (ii) February 28, 2025. Notwithstanding anything to the contrary contained in this Letter, the Company shall not be required to enter into any definitive agreement providing for or otherwise proceed with the Transaction if Buyer has not received additional equity funding of not less than $15 million by February 28, 2025. The Parties acknowledge and agree that the Transaction shall be subject to approval by the Company’s stockholders.

the Parties agree that if within sixty days from the parties’ execution of the definitive agreement the Company is unable to attain such stockholder approval on the Transaction and the Buyer has purchased Company shares as provided in (Paragraph 2) or the equivalent amount of capital is received by the seller either through a warrant exercise or the Buyers purchase of common shares or a combination thereof representing, in the aggregate, additional investment of not less than $1,000,000, then the Company shall provide the Buyer an exclusive royalty free license to its proprietary biobank of tumor samples and its tumor-specific 3D cell culture models, and all related data and technology for a period of two years from such execution. The Buyer agrees that any existing licensing or third-party contracts the Company has at the time the exclusive license is entered into shall continue and be unaffected by the Buyer’s license, including any amendments thereto. Any business generated from the existing licenses will be distributed equally with the Buyer throughout the term of the license.

in the event of the Buyer’s purchase or acquisition of any Company shares, the Buyer agrees to vote or have voted all of the Company shares it has acquired in favor of the definitive agreement.

Buyer and the Company (and its equity holders) will be responsible for their own fees and expenses unless otherwise agreed in writing.

In consideration of the expenses that Buyer has incurred and will incur in connection with the proposed Transaction, Company agrees that until such time as this Letter has terminated in accordance with the provisions of paragraph 3, neither it nor any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates (“Company Group”), to the extent consistent with applicable law and its directors’ discharge of their fiduciary duties, shall initiate or solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons other than Buyer and its affiliates (“Acquisition Proposal”) to acquire all or any portion of the Company or its assets, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, or, except as required in connection with their directors’ discharge of their fiduciary duties, provide any non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with Buyer. Company agrees to immediately notify Buyer if any member of the Company Group receives any indications of interest, requests for information or offers in respect of an Acquisition Proposal, and will communicate to Buyer in reasonable detail the terms of any such indication, request or offer, and will provide Buyer with copies of all written communications setting forth any such indication, request or offer. Immediately upon execution of this Letter, Company shall, and shall cause the Company Group to, terminate any and all existing discussions or negotiations with any person or group of persons other than Buyer and its affiliates regarding an Acquisition Proposal. Company represents that no member of the Company Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Letter.

The parties intend to issue a joint press release (or separate press releases reasonably acceptable to the other party) promptly following their execution of this Letter and acceptance of the terms set forth in the LOI as the basis for their negotiation of a definitive agreement for the Transaction. Until the issuance of the press release(s), the parties agree to keep confidential the fact that discussions are taking place regarding a potential Transaction, and neither party shall disclose information about the proposed terms of such potential Transaction, except to their respective directors, shareholders, officers, employees, financing sources, and professional advisors, on a need-to-know basis for the purpose of completing the proposed Transaction (each of whom will be instructed to maintain confidentiality). The parties continue to be bound by that certain Confidentiality Agreement dated as of December 24, 2024 between Buyer and Predictive Oncology, Inc.

This Letter together with the confidentiality agreement entered into between the parties constitute the entire agreement between the parties regarding the subject matter hereof and thereof and supersede all prior and contemporaneous oral or written agreements, understandings and dealings between the parties relating to the subject matter hereof and thereof. This Letter may not be amended or modified except pursuant to a written instrument executed by Buyer and the Company. This Letter shall not be assignable by any party (except by Buyer to an affiliate) without the consent of the other party hereto. Nothing in this Letter is intended or shall be construed to confer upon any person or entity other than the parties hereto and their successors or permitted assigns any rights or remedies. The laws of the State of Delaware will govern this Letter (and the definitive purchase agreement and other documents, if executed), without regard to conflicts of law rules. This Letter may be executed and delivered in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of either a fully executed counterpart or an executed counterpart of a signature page of this Agreement in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement, shall be deemed to be original for all purposes, and shall bind the parties to the same extent as that of an original signature.

We very much look forward to working with you to close this proposed Transaction in a timely manner.

Sincerely,

/s/ David Weinstein

David Weinstein

Chief Executive Officer

[SIGNATURE PAGE FOLLOWS]

AGREED AND ACCEPTED:
Predictive Oncology, Inc.

By: /s/ Raymond Vennare

Name: Raymond Vennare
Title: Chief Executive Officer
Date: January 1, 2024

Exhibit 99.1

Renovaro to Acquire Predictive Oncology in All-Stock Transaction

Acquisition provides access to critical resources encompassing a biobank of more than 150,000 tumor specimens, 200,000 pathology slides and decades of longitudinal drug response data

Data provides a critical pathway to progress AI using the high-speed computing power provided through collaboration with Nebul

Combines Predictive Oncology’s AI-driven multi-omic drug discovery platform with Renovaro’s AI Cube multi-omic artificial intelligence to advance both cancer diagnostics and early drug discovery

Planned test launch to assist physicians in individualizing cancer therapy to improve treatment outcomes

Los Angeles – January 6, 2025 – Renovaro Inc. (NASDAQ: RENB), a pioneer in cancer diagnostics and therapeutics powered by artificial intelligence, today announced it has entered into a binding LOI to acquire Predictive Oncology (NASDAQ: POAI) in an all-stock transaction.

David Weinstein, Chief Executive Officer of Renovaro, commented, “Renovaro is on a quest to offer cancer patients early diagnostic options, treatment protocols, and recurrence monitoring. Predictive Oncology will enhance our capabilities by assisting oncologists with patient specific diagnostic and therapeutic clinical support data. Predictive Oncology’s proprietary AI/ML platform has been proven to predict tumor-drug response with 92% accuracy which, I believe, will allow us to launch as a decision support platform for medical oncologists in 2025. As importantly, there are strong synergies with Predictive’s small molecule solid tumor drug-tumor response modeling capabilities and Renovaro’s liquid biopsy approach to early cancer detection and monitoring.”

Raymond Vennare, Chief Executive Officer of Predictive Oncology, added, “We recognize that by integrating Predictive Oncology’s AI-driven drug discovery platform and vast biobank of more than 150,000 patient tumor samples, 200,000 pathology slides and decades of longitudinal drug response data with Renovaro’s multi-disciplinary artificial intelligence, multi-omics and multi-modal data expertise, we are opening to door to diagnostic, therapeutic and drug discovery possibilities that we otherwise would never have considered.”

Short-Term Synergies

By leveraging Predictive Oncology’s extensive biobank of 150,000 tumor samples, Renovaro gains an invaluable resource to accelerate biomarker discovery, clinical trial optimization and clinical decision support tools across multiple cancer types.

The combined organization will have a state-of-the-art CLIA, NYSDOH, and CA-certified laboratory staffed by a highly experienced team.

Infrastructure streamlines Renovaro’s development, validation, and rollout of new diagnostic tests in Europe, improving speed to market and expanding global reach.

Introduces novel in vivo chemosensitivity and resistance assay for predicting patient response to cancer chemotherapy to the European markets.

Enables the company to collaborate across multi-omic platforms for drug discovery.

Long-Term Vision

Renovaro’s partnership with Predictive Oncology creates a powerful foundation for delivering a global point-of-care solution for cancer.

By integrating Predictive Oncology’s AI-driven small molecule solid tumor expertise with Renovaro’s AI-powered liquid biopsy and cancer vaccine programs, we envision an opportunity to provide patients with a comprehensive, end-to-end solution from diagnostics and early detection to personalized therapies, in silico modeling and biomarker discovery.

First-in-class, full-stack clinical service has the potential to advance cancer therapy at every stage of the patient’s journey, improving outcomes and reducing costs.

Predictive Oncology announced on November 13, 2024, that the company’s Board of Directors, working with a strategic advisor, had initiated a process to evaluate a broad range of strategic alternatives intended to maximize shareholder value and issued an update on December 3, 2024, stating the Company was engaged in productive discussions with multiple interested parties and looked forward to the timely completion of this process.

Transaction Details

Renovaro will acquire 100% of Predictive Oncology common shares through the issuance of Preferred stock.

About Predictive Oncology

Predictive Oncology is on the cutting edge of the rapidly growing use of artificial intelligence and machine learning to expedite early biomarker and drug discovery and enable drug development for the benefit of cancer patients worldwide. The company’s proprietary AI/ML platform has been scientifically validated to predict with 92% accuracy if a tumor sample will respond to a certain drug compound, allowing for a more informed selection of drug/tumor type combinations for subsequent in-vitro testing. Together with the company’s vast biobank of more than 150,000 assay-capable heterogenous human tumor samples, Predictive Oncology offers its academic and industry partners one of the industry’s broadest AI-based drug discovery solutions, further complimented by its wholly owned CLIA lab and GMP facilities. Predictive Oncology is headquartered in Pittsburgh, PA. https://predictive-oncology.com/

About Renovaro

Renovaro https://renovarogroup.com/ aims to accelerate precision and personalized medicine for longevity powered by mutually reinforcing AI and biotechnology platforms for early diagnosis, better-targeted treatments, and drug discovery. Renovaro Inc. includes RenovaroBio with its advanced cell-gene immunotherapy company and RenovaroCube.

Forward-Looking Statements

Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties, including but not limited to the success or efficacy of our pipeline, platform and fundraising. All statements other than historical facts are forward-looking statements, which can be identified by the use of forward-looking terminology such as “believes,” “plans,” “expects,” “aims,” “intends,” “potential,” or similar expressions. Actual events or results may differ materially from those projected in any of such statements due to various uncertainties, including as set forth in Renovaro’s most recent Annual Report on Form 10-K filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Renovaro Inc. undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

Investor Relations

Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
RENB@mzgroup.us
www.mzgroup.us

For media inquiries, please contact:

karen@renovarocube.com and STarsh@Renovarogroup.com

Cover	Jan. 01, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2025
Entity File Number	001-38751
Entity Registrant Name	RENOVARO INC.
Entity Central Index Key	0001527728
Entity Tax Identification Number	45-2559340
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2080 Century Park East
Entity Address, Address Line Two	Suite 906
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90067
City Area Code	(305)
Local Phone Number	918-1980
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RENB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false