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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): August 26, 2025
RENOVARO
INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-38751 |
|
45-2259340 |
| (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 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 18, 2025, Renovaro Inc. (the “Company”)
filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to
change its corporate name from ”Renovaro Inc.” to ”Lunai Bioworks Inc.” (the “Name Change”).
The Name Change became effective on August 20, 2025.
The Company’s common stock will continue to trade on the Nasdaq under
the ticker symbol RENB, although the CUSIP number for the common stock will be changed as a result of the Name Change.
A copy of the Certificate of Amendment as filed with the Secretary of State
of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment to the Restated Certificate of Incorporation of Renovaro Inc., dated August 18, 2025 (Name Change) |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including statements regarding the Company’s plans to hold its annual meeting and regain compliance with Nasdaq listing
standards. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s
control, and actual results may differ materially from those described in such statements. Readers are cautioned not to place undue reliance
on these forward-looking statements.
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: August 26, 2025
