| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RENOVARO INC. [ RENB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase Common Stock | $6.15 | 02/13/2024 | D | 60,000 | (1) | 06/06/2029 | Common Stock | 60,000 | (2) | 0 | D | ||||
| Option to Purchase Common Stock | $1.92 | 02/13/2024 | A | 60,000 | 02/13/2024 | 06/06/2029 | Common Stock | 60,000 | (2) | 60,000 | D | ||||
| Option to Purchase Common Stock | $8.58 | 02/13/2024 | D | 60,000 | (3) | 10/26/2031 | Common Stock | 60,000 | (2) | 0 | D | ||||
| Option to Purchase Common Stock | $1.92 | 02/13/2024 | A | 60,000 | 02/13/2024 | 10/26/2031 | Common Stock | 60,000 | (2) | 60,000 | D | ||||
| Option to Purchase Common Stock | $2.38 | 02/13/2024 | D | 75,000 | (4) | 07/22/2032 | Common Stock | 75,000 | (2) | 0 | D | ||||
| Option to Purchase Common Stock | $1.92 | 02/13/2024 | A | 75,000 | 02/13/2024 | 07/22/2032 | Common Stock | 75,000 | (2) | 75,000 | D | ||||
| Option to Purchase Common Stock | $2.15 | 02/13/2024 | D | 80,000 | (5) | 10/18/2032 | Common Stock | 80,000 | (2) | 0 | D | ||||
| Option to Purchase Common Stock | $1.92 | 02/13/2024 | A | 80,000 | (5) | 10/18/2032 | Common Stock | 80,000 | (2) | 80,000 | D | ||||
| Explanation of Responses: |
| 1. The option vested in three equal installments on January 7, 2019, January 7, 2020 and January 7, 2021. |
| 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. The option vested in three equal installments on October 26, 2021, October 26, 2022 and October 26, 2023. |
| 4. The option vested on January 22, 2023. |
| 5. 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/ Luisa Puche | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||