UPDATE - Renovaro Inc. Announces Expedited Trial for 2025 Lawsuit to Enforce Binding Merger Agreement with Predictive Oncology

Rhea-AI Summary

Renovaro Inc. (NASDAQ: RENB) has received approval for an expedited trial in 2025 regarding its lawsuit against Predictive Oncology (NASDAQ: POAI). The lawsuit, filed on May 9, 2025, in the Delaware Court of Chancery, seeks to enforce a binding merger agreement from January 1, 2025. The agreement stipulated that POAI would merge into Renovaro in exchange for preferred stock.

After the agreement's public disclosure, POAI's stock rose over 50%. However, Renovaro alleges POAI breached the agreement by conducting a $545,000 public offering in February 2025 despite contractual restrictions, and later attempted to unilaterally terminate the agreement in April 2025. Renovaro is seeking specific performance, injunctive relief, and damages for the alleged breaches.

["Expedited trial approval could lead to faster resolution of the merger dispute", "Original merger agreement triggered a 50% increase in POAI's stock price", "Legal action demonstrates Renovaro's commitment to protecting shareholder interests"]

Positive

• None.

Negative

• Merger agreement breach and potential failure could impact strategic growth plans
• Legal costs and uncertainties associated with the lawsuit
• Delay in potential synergies and business combination benefits

LOS ANGELES, May 22, 2025 (GLOBE NEWSWIRE) -- Renovaro Inc. (NASDAQ: RENB), a TechBio leader focused on next-generation diagnostics, drug discovery, and genetically enhanced cancer therapies, today announced that it has received a ruling to expedite a trial in 2025 for the lawsuit it filed on May 9, 2025, in the Delaware Court of Chancery against Predictive Oncology Inc. (NASDAQ: POAI), seeking to enforce a binding merger agreement executed on January 1, 2025.

According to the Verified Complaint, the companies entered into a legally binding Letter Agreement pursuant to which Predictive Oncology would merge into Renovaro in exchange for a newly created class of preferred stock. Following the public disclosure of the agreement in a Form 8-K filed by POAI on January 6, 2025, POAI’s stock price rose by more than 50%.

Renovaro alleges that Predictive Oncology breached the agreement’s exclusivity and good faith negotiation provisions by conducting a public offering of $545,000 in securities on February 19, 2025—despite contractual restrictions—and later attempting to terminate the agreement unilaterally on April 3, 2025, without engaging meaningfully in the negotiation of a definitive merger agreement.

“This transaction was intended to create strategic and shareholder value for both companies. Unfortunately, Predictive Oncology has disregarded its contractual commitments,” said a Renovaro spokesperson. “We are pursuing legal remedies to enforce our rights and protect our shareholders’ interests.”

The litigation seeks specific performance, injunctive relief, and damages for the alleged breaches. The case is pending in the Delaware Court of Chancery under Case No. 2025-0509.

About Renovaro Inc.

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 that is leveraging AI for multi-omic diagnostics and drug development, and BioSymetrics which specializes in contingent AI for precision neurology. For more information, visit www.renovarogroup.com.

Forward-Looking Statements

This release contains forward-looking statements, including those relating to the pending litigation and the proposed merger. These statements involve risks and uncertainties and are subject to change based on future developments. Renovaro undertakes no obligation to update any forward-looking statements except as required by law.

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

FAQ

What is the lawsuit between Renovaro (RENB) and Predictive Oncology about?

Renovaro filed a lawsuit against Predictive Oncology to enforce a binding merger agreement from January 1, 2025, after POAI allegedly breached the agreement by conducting a public offering and attempting to terminate the deal unilaterally.

When did Predictive Oncology attempt to terminate the merger agreement with Renovaro?

Predictive Oncology attempted to unilaterally terminate the merger agreement on April 3, 2025, without engaging meaningfully in definitive merger agreement negotiations.

How much was Predictive Oncology's public offering that allegedly breached the merger agreement?

Predictive Oncology conducted a public offering of $545,000 in securities on February 19, 2025, which Renovaro claims violated the agreement's exclusivity provisions.

What happened to POAI's stock price after the merger agreement announcement?

Following the public disclosure of the merger agreement on January 6, 2025, Predictive Oncology's stock price increased by more than 50%.

What legal remedies is Renovaro (RENB) seeking in its lawsuit against Predictive Oncology?

Renovaro is seeking specific performance, injunctive relief, and damages for the alleged breaches of the merger agreement in the Delaware Court of Chancery.