UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ |
Definitive Proxy Statement |
| ☐ |
Definitive Additional Materials |
| ☐ |
Soliciting Material under Rule 14a-12 |
RENOVARO INC.
(Name of Registrant as Specified
in its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ |
Fee paid previously with preliminary materials: |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
RENOVARO INC.
2080 Century Park East, Suite
906
Los Angeles, CA 90067
July 30, 2025
Dear Stockholder:
Renovaro, Inc. a Delaware
corporation (the “Company”) will hold a Special Meeting of Stockholders (the “Special Meeting”) on August 15,
2025, at 9:00 a.m., Eastern Standard Time (the “Special Meeting”). This Special Meeting will be a completely “virtual
meeting” of stockholders. You will be able to attend the Special Meeting, vote and submit your questions during the Annual Meeting
via live webcast by visiting http://www.virtualshareholdermeeting.com/RENB2025SM. Prior to the Annual Meeting, you will be able to vote
at www.proxyvote.com for the purpose of considering and voting upon the proposals listed below. The Special Meeting will be held for the
following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
The Special Meeting is an important meeting that will
impact your investment in Renovaro.
| |
(1) |
To approve an amendment to our Certificate of Incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-3 to 1-for-10, inclusive, with such ratio to be determined by our Board of Directors in its sole discretion, and set forth in a public announcement. We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal 1.” |
| |
(2) |
To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (“Proposal 2”); and |
| |
(3) |
To transact any other matters that may properly come before the Special Meeting or any adjournments or postponements thereof. |
This item of business is more fully described
in the Proxy Statement accompanying this Notice.
The record date for the Special
Meeting is July 15, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment
thereof.
Pursuant to Rule 14a-8 the deadline
for submitting shareholder approvals shall be 5:00 p.m. Easter Standard Time 10 calendar days subsequent to July 28, 2025. Eligible stockholders
who seek to submit a proposal for inclusion in our proxy statement must comply with all applicable Bylaws and SEC regulations
regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Upon receipt of any such proposal, we will determine
whether or not to include such proposal in the proxy materials in accordance with SEC regulations governing the solicitation of proxies.
You are entitled to participate
in the Special Meeting if you were a shareholder as of the close of business on (ENTER YOUR RECORD DATE HERE), the record date, or hold
a valid proxy for the meeting. To participate in the Annual Meeting, including to vote, shareholders of record must access the meeting
website at http://www.virtualshareholdermeeting.com/RENB2025SM and enter the 16-digit control number found on the proxy card or on
the voting instruction form provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with
the link to this Proxy Statement. You will be able to vote, submit questions and attend the meeting virtually.
The proxy statement is available at www.proxyvote.com.
By Order of the Board of Directors,
Corporate Secretary
RENOVARO INC.
2080 Century Park East, Suite
906
Los Angeles, CA 90067
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 15, 2025
To the stockholders of RENOVARO:
PLEASE TAKE NOTICE that a special
meeting (the “Special Meeting”) of Stockholders of Renovaro, Inc. (the “Company”) will be held at http://www.virtualshareholdermeeting.com/RENB2025SM.
You may attend the meeting and at any and all adjournments or postponements thereof, virtually via the Internet at http://www.virtualshareholdermeeting.com/RENB2025SM
where you will be able to vote electronically. Shareholders will follow the instructions provided in the proxy materials that was mailed
or emailed to them. The 16 digit control number will be all that is needed to attend the Special Meeting. You will not be able to attend
the Special Meeting in person. The Special Meeting will be held for the following purposes:
| |
(1) |
To approve an amendment to our Certificate of Incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-3 to 1-for-10 inclusive, with such ratio to be determined by our Board of Directors in its sole discretion, and set forth in a public announcement. We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal 1.” |
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(2) |
To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (“Proposal 2”); and |
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(3) |
To transact any other matters that may properly come before the Special Meeting or any adjournments or postponements thereof. |
Only stockholders of record
at the close of business on July 15, 2025 are entitled to notice of and to vote at this Special Meeting and any adjournment or postponement
thereof.
You may vote at the Special
Meeting or by proxy. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy
statement.
Your vote is important. Whether
or not you plan to virtually attend the Special Meeting, please cast your vote as promptly as possible, as instructed in the accompanying
proxy statement. We encourage you to vote via the internet or by telephone. It is convenient and it saves us significant postage and processing
costs.
BY ORDER OF THE BOARD OF DIRECTORS
More information about
Renovaro and the proposals referred to above is contained in the accompanying proxy statement. Renovaro urges you to read the accompanying
proxy statement carefully and in its entirety.
TABLE OF CONTENTS
| LEGAL MATTERS |
1 |
| INFORMATION CONCERNING SOLICITATION AND VOTING |
2 |
| PROPOSAl 1 THE REVERSE SPLIT PROPOSAL |
9 |
| PROPOSAL 2 THE ADJOURNMENT PROPOSAL |
16 |
| SUMMARY |
17 |
| MARKET PRICE AND DIVIDEND INFORMATION |
18 |
| RISK FACTORS |
19 |
| FORWARD-LOOKING STATEMENTS |
20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
21 |
| NO DISSENTERS’ RIGHTS |
22 |
| OTHER MATTERS |
23 |
| SPECIAL MEETING PROXY MATERIALS RESULTS |
24 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS |
24 |
| WHERE YOU CAN FIND MORE INFORMATION |
25 |
| INFORMATION INCORPORATED BY REFERENCE |
26 |
| ANNEX A |
A-1 |
LEGAL MATTERS
Important Notice Regarding
the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on August 15, 2025. The Proxy Statement is
available at www.proxyvote.com.
Forward-Looking Statements.
The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based
on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement are forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,”
“objective,” “intend,” “should,” “could,” “can,” “would,” “expect,”
“believe,” “design,” “estimate,” “predict,” “potential,” “plan”
or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known
and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements
expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s
most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent
documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of
new information, future events or otherwise, except as required by law.
Website References.
Website references throughout this document are inactive textual references and provided for convenience only, and the content on the
referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.
Use of Trademarks. Renovaro is
the trademark of Renovaro, Inc.
PROXY STATEMENT
FOR THE SPECIAL MEETING OF
STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND
VOTING
General
The
Board of Directors (the “Board”) of Renovaro Inc. (the “Company,”
“we,” “us” and “our”) is soliciting proxies for a special
meeting of stockholders and any adjournments or postponements thereof (the “Special
Meeting”). The Special Meeting will be held virtually via the Internet at http://www.virtualshareholdermeeting.com/RENB2025SM
on August 15, 2025. This proxy statement and the accompanying form of proxy card are
first being mailed on or by July 30, 2025 to all holders of our common stock.
The information provided
below is a summary of the information included in this proxy statement. You should read this entire proxy statement carefully. Information
contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and
references to our website address in this proxy statement are inactive textual references only.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND VOTING
| Q: |
What proposals will be voted on at the Special Meeting? |
| A: |
There are three proposals scheduled to be voted on at the Special Meeting: |
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(1) |
To approve an amendment to our Certificate of Incorporation to effect, at the option of our Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-3 to 1-for-10, inclusive, with such ratio to be determined by our Board of Directors in its sole discretion, and set forth in a public announcement. We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal 1.” |
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(2) |
To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (“Proposal 2”); and |
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(3) |
To transact any other matters that may properly come before the Special Meeting or any adjournments or postponements thereof. |
| Q: |
What is the Board’s voting recommendation? |
| A: |
The recommendations of our Board are set forth together with the description of each proposal in this proxy statement. In summary, the Board recommends a vote: |
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● |
FOR the Reverse Split Proposal (see Proposal 1); |
| |
● |
FOR the Adjournment Proposal (see Proposal 2). |
| Q: |
How can I attend the Special Meeting? |
| A: |
The Special Meeting will be a completely virtual Special Meeting. There
will be no physical meeting location. The Special Meeting will only be conducted via live webcast. To attend the virtual Special Meeting,
visit http://www.virtualshareholdermeeting.com/RENB2025SM and enter the 16 digit control number included on your proxy card or on the
instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 8:45 am ET on August 15,
2025. The Special Meeting will begin promptly at 9:00 am ET on August 15, 2025. |
If you wish to submit a question, you may do so during
the meeting, once logged into the virtual meeting platform, by typing your question into the “Ask a Question” field and clicking
“Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.
| Q: |
What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
| A: |
Many of our stockholders hold their shares through a bank, broker or other nominee rather than of record directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially. |
Stockholders of Record
If your shares are registered in your name
with our transfer agent, Securities Transfer Corporation, you are considered the stockholder of record with respect to those shares and
the proxy materials have been sent directly to you. As the stockholder of record, you have the right to grant your proxy to the Company’s
representatives or to vote virtually at the Special Meeting.
Beneficial Owners
If your shares are held by a bank, in a
brokerage account or by another nominee, you are considered the beneficial owner of the shares. In this instance, your bank, broker or
other nominee is considered, with respect to those shares, the stockholder of record and they will have forwarded the proxy materials
to you. We sometimes refer to stockholders who hold their shares through a bank, broker or other nominee as “beneficial owners.”
As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote.
| Q: |
Why is Renovaro proposing to effect a Reverse Split? |
| A: |
Please
refer to the Section titled “Reasons for the Reverse Split” beginning on
page 9 of this proxy statement.
|
| Q: |
Why am I receiving these proxy materials? |
| A: |
You are receiving this proxy statement because you have been identified as a stockholder of Renovaro as of July 15, 2025, the record date for the Special Meeting, and you are entitled to vote to approve the matters set forth herein. The Board of Directors of Renovaro (the “Renovaro Board”) is soliciting your proxy to vote at the Special Meeting, which is to be held on August 15, 2025, at, 9:00 am, Eastern Standard Time, at http://www.virtualshareholdermeeting.com/RENB2025SM or at any adjournments or postponements thereof, for the purposes set forth in this proxy statement. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares. |
In addition, you are referred to our Annual
Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on October 10, 2024 (the “Renovaro
2024 Form 10-K”), and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 as filed with
the SEC on May 15, 2025 (the “Renovaro Third Quarter 2025 Form 10-Q”), along with this proxy statement. Such
reports, available online via the following link: https://ir.renovarogroup.com include Renovaro’s audited consolidated financial
statements for the fiscal years ended June 30, 2024 and June 30, 2023 and Renovaro’s unaudited condensed consolidated
financial statements for the quarter ended March 31, 2025 and certain other financial information, which are incorporated by reference
herein.
If you are a stockholder of Renovaro as of the record
date and have received a printed copy of these materials by mail, you may complete, sign and return the enclosed proxy card or follow
the instructions below to submit your proxy over the telephone or on the Internet. If you did not receive a printed copy of these materials
by mail and are accessing them on the Internet, you may submit your proxy on the Internet or over the telephone, as described below
| A: |
The Renovaro Board is asking for your proxy. This means you authorize persons selected by us to vote your shares at the Special Meeting in the way that you instruct. All shares represented by valid proxies received before the Special Meeting will be voted in accordance with the stockholder’s specific voting instructions. |
| Q: |
Who is entitled to vote at the Special Meeting? |
| A: |
Renovaro’s Board of Directors fixed July 15, 2025, as the record
date (the “Record Date”) for the Special Meeting. Only holders of record of shares of Common Stock at the close of business
on the Record Date are entitled to notice of, and to vote at, the Special Meeting. The notice of the Special Meeting, proxy statement
and form of proxy are first expected to be made available to stockholders on or about July 30, 2025. |
A stockholder of record as of the Record
Date will be able to attend the Special Meeting virtually and vote during the Special Meeting. You will not be able to attend the Special
Meeting in person. Even if you plan to attend the Special Meeting virtually, Renovaro requests that you sign and return the enclosed proxy
to ensure that your shares will be represented at the Special Meeting if you are unable to attend.
Beneficial owners of Common Stock who are not stockholders
of record are also invited to attend the Special Meeting. However, beneficial owners may not vote during the Special Meeting unless they
have their 16 digit control number, giving them the right to vote at the Special Meeting.
At the close of business on the Record
Date, Renovaro had 230,928,963 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each holder of record
of shares of Common Stock on the Record Date will be entitled to one vote for each share held on all matters to be voted upon at the
Special Meeting.
Stockholders do not have the right to cumulate votes.
| Q: |
What is a stockholder of record? |
| A: |
A stockholder of record is a stockholder whose ownership of our Common Stock is reflected directly on the books and records of our transfer agent, Securities Transfer Corporation. If you hold stock through an account with a bank, broker or similar organization, you are considered the beneficial owner of shares held in “street name” and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or similar organization. We only have access to stock ownership information for stockholders of record. As described below, if you are not a stockholder of record, you will not be able to vote your shares unless you have a proxy from the stockholder of record authorizing you to vote your shares. |
| Q: |
What are the quorum requirements for the Special Meeting? |
| A: |
The presence in person or by proxy of at least one-third (1/3) of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting constitutes a quorum. Your shares will be counted as present at the Special Meeting for purposes of determining whether there is a quorum if a proxy card has been properly submitted by you or on your behalf, or you vote at the Special Meeting. Abstaining votes and broker non-votes are counted for purposes of establishing a quorum |
| Q: |
How can I find out the results of the voting at the Special Meeting? |
| A: |
Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four (4) business days after the Special Meeting. If final voting results are not available to us in time to file a Form 8-K within four (4) business days after the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an additional Form 8-K to publish the final results. |
| Q: |
What vote is required to approve the proposals to be presented at the Special Meeting? |
| A: |
Provided a quorum is present at the Special Meeting: |
| |
● |
Proposal 1 must be approved by the affirmative vote of a majority of the votes cast in person or by proxy at the Special Meeting, as required by General Corporation Law of the State of Delaware; |
When there is at least one “routine”
matter to be considered at a meeting, a broker “non-vote” occurs when a proposal is deemed “non-routine” and a
nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to the “non-routine”
matter being considered and has not received instructions from the beneficial owner.
The approval of the Reverse Stock Split Proposal is
generally considered to be a “routine” matter and banks or brokers are permitted to vote on these matters if the bank or broker
has not received instructions from the beneficial owner. However, banks or brokers may choose not to exercise their discretionary vote.
Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares for the Reverse
Stock Split Proposal.
| Q: |
How many votes does the Company need to hold the Special Meeting? |
| A: |
According to our bylaws, Special meetings may be called by or at the direction of the Chair of the Board, if any, of the Vice-Chair of the Board, if any, of the Lead Independent Director, if any, of the Chief Executive Officer, if any, of the President, if any, or of a majority of the directors in office. |
Shares are counted as present at the meeting
or represented at the meeting by proxy if you are present virtually at the meeting or if you have properly submitted a proxy card or
your duly authorized proxy otherwise virtually attends the meeting.
| Q: |
What is the voting requirement to approve each of the proposals? |
| A: |
Assuming a quorum is present at the Special Meeting, the votes of our stockholders required to approve each of the proposals are set forth below. |
Proposal 1: Reverse Split Proposal. The affirmative
vote of the holders of majority common stockholders.
Proposal 2: Adjournment Proposal. If a quorum is present, the affirmative
vote of the holders of a majority of quorum.
| Q: |
If I vote against the proposals, do I have appraisal or dissenter’s rights? |
| A: |
No, Delaware law does not provide for appraisal or dissenter’s rights in connection with the proposals to be voted on at the Special Meeting. |
| A: |
Votes cast by proxy or at the Special Meeting will be tabulated and certificated by the inspector of elections who will also determine whether or not a quorum is present. A representative of Securities Transfer Corporation will serve as the inspector of elections. |
| Q: |
How can I vote my shares at the Special Meeting? |
| A: |
Shares held directly in your name as the stockholder of record may be voted virtually via the Internet during the Special Meeting. Even if you plan to virtually attend the Special Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Special Meeting. If you are a beneficial owner of shares, you must request and receive in advance of the Special Meeting a legal proxy from your bank, broker or other nominee in order to vote at the Special Meeting. |
| Q: |
How may my bank, broker or other nominee vote my shares if I fail to provide timely directions? |
| A: |
Banks, brokers and other nominees holding shares in street name for their customers are generally required to vote such shares in the manner directed by their customers. Because all proposals described in this proxy statement are considered to be “routine” matters, your broker will have discretion to vote your shares in the absence of timely directions from you. |
| Q: |
How can I change or revoke my vote? |
| A: |
Subject to any rules your bank, broker or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Special Meeting. |
Stockholders of record. If you are
a stockholder of record, you may change your vote by (1) filing with our Corporate Secretary, prior to your shares being voted at the
Special Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy relating
to the same shares, or (2) participate in the Special Meeting virtually and voting (although participating in the Special Meeting
will not, by itself, revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary
prior to the taking of the vote at the Special Meeting. Such written notice of revocation or subsequent proxy card should be delivered
to our Corporate Secretary at the Special Meeting or should be sent so as to be delivered, prior to the date of the Special Meeting, to
our principal executive office, David Weinstein.
Beneficial owners. If you are a
beneficial owner of shares, you may change your vote (1) by submitting new voting instructions to your bank, broker or other nominee,
or (2) if you have obtained, from the bank, broker or other nominee who holds your shares, a legal proxy giving you the right to vote
the shares, by attending the Special Meeting and voting. Your bank, broker or other nominee can provide you with instructions on how to
change your vote.
In addition, a stockholder of record or
a beneficial owner who has voted via the internet or by telephone may also change his, her or its vote by making a subsequent and timely
internet or telephone vote prior to the date of the Special Meeting.
| Q: |
Where can I find the voting results of the Special Meeting? |
| A: |
We will announce the preliminary voting results at the Special Meeting. We will also report the final results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the “Commission” or “SEC”) within four business days after the date of the Special Meeting. |
| Q: |
Who are the proxies and what do they do? |
| A: |
Our Board designated David Weinstein as proxy, as indicated on the proxy card. When you, as a stockholder of record, provide voting instructions in the proxy card, the named proxies vote your shares in accordance with the instructions as indicated on the proxy card. If you are a stockholder of record and submit a signed proxy card, but do not indicate your voting instructions, the named proxies will vote as recommended by our Board in favor of each of the proposals. If the Special Meeting is adjourned or postponed, the named proxies can vote the shares on the adjourned or postponed date as well. |
| Q: |
How are proxies solicited for the Special Meeting? |
| A: |
Our Board is soliciting proxies for use at the Special Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a bank, broker or other nominee holds our shares on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies. |
| Q: |
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional set of the proxy materials? |
| A: |
We have adopted a procedure called “householding” which the Commission has approved. Under this procedure, we deliver one set of proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we send only a single copy of our proxy materials, such stockholder may contact our Corporate Secretary, via email in writing, at investors@renovarogroup.com. |
Beneficial owners may contact their bank, broker or
other nominee to request information about householding.
| Q: |
What should I do if I receive more than one set of proxy materials? |
| A: |
If you receive more than one set of proxy materials, it is because your shares are registered in more than one name or brokerage account. Please follow the voting instructions on each proxy card or Voting Instruction Form you receive to ensure that all of your shares are voted. |
| Q: |
What if I do not specify a choice for a matter when returning a proxy? |
| A: |
Your proxy will be treated as follows: |
Stockholders of record. If you are
a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will
vote your shares in the manner recommended by the Renovaro Board on all matters presented in this proxy statement and as the proxy holders
may determine in their discretion for any other matters properly presented for a vote at the Special Meeting.
Beneficial owners of shares held in
street name. If you are a beneficial owner of shares held in street name and do not provide the broker or other nominee that holds
your shares with specific voting instructions, the nominee that holds your shares may generally vote on “routine” matters
but cannot vote on “non-routine” matters under applicable stock exchange rules. If the nominee that holds your shares does
not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform
the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is referred to
as a “broker non-vote.”
| Q: |
Which ballot measures are considered “routine” or “non-routine”? |
| A: |
All proposals to be presented at the Special Meeting are considered to be routine matters under applicable stock exchange rules. A broker or other nominee may vote without instructions on routine matters |
| Q: |
How are proxies solicited and what is the cost? |
| A: |
We will bear all expenses incurred in connection with the solicitation of proxies for the Special Meeting. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, letter, email or in person without compensation. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes. |
| Q: |
What should I do if I have questions regarding the Special Meeting? |
| A: |
If you have any questions about the Special Meeting or would like additional copies of any of the documents referred to in this proxy statement, you should email our Investor Relations department at investors@renovarogroup.com. |
| Q: |
How are votes counted? |
| A: |
Votes will be counted by the inspector of election for the Special Meeting, who will separately count votes “For”, “Withhold”, “Against”, abstentions, and if applicable, broker non-votes applicable for each proposal. |
PROPOSAL 1
THE REVERSE SPLIT PROPOSAL
Introduction
Our
Board has determined that it is advisable and in the best interests of us and our stockholders,
for us to adopt an amendment to our Certificate of Incorporation, to authorize our Board
to effect the Reverse Split (“Reverse Split Amendment”) of our issued and outstanding
shares of common stock at a specific ratio (the “Final Split Ratio”), ranging
from one-for-three (1:3) to one-for-ten (1:10) (the “Approved Split Ratios”),
to be determined by our Board and announced by the Company before the effectiveness of the
Reverse Split Amendment. A vote for this Proposal 1 will constitute approval of the Reverse
Split that, once authorized by our Board and effected by filing the Reverse Split Amendment
with the Secretary of State of the State of Delaware, will reclassify and combine between
every three to 10 shares of our common stock into one share of our common stock.
If implemented, the Reverse
Split will have the effect of decreasing the number of shares of our common stock issued and outstanding. We are not seeking a proportional
reduction of the authorized shares of the Company’s common stock in connection with the Reverse Split; therefore, the Reverse Split
will result in an effective increase in the authorized number of shares of our common stock available for issuance in the future.
Stockholders are asked to
approve the Reverse Split Amendment set forth in Exhibit A to effect the Reverse Split consistent with those terms set forth in this
Proposal 1, and to grant authorization to our Board to determine, in its sole discretion, whether or not to implement the Reverse Split,
as well as the Final Split Ratio within the range of the Approved Split Ratios. The text of Exhibit A remains subject to completion
of certain information, including the Final Split Ratio within the Approved Split Ratios, the date of our Board’s determination
of the Final Split Ratio, and the date of the Company’s announcement of the Final Split Ratio, as identified on Exhibit A.
If approved by the affirmative
vote of the holders of a majority of the votes cast by stockholders entitled to vote on this proposal, the Reverse Split would be effected
on the Final Split Ratio approved by our Board prior to the one-year anniversary date of the Special Meeting and would become effective
upon the time specified in the Reverse Split Amendment as filed with the Secretary of State of the State of Delaware. Our Board reserves
the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split is no longer in the best
interests of us and our stockholders.
Purpose and Rationale for the Reverse Split
Avoid Delisting from
the Nasdaq. On April 14, 2025, we received a letter from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the prior
30 consecutive business days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued
listing on the Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). We were provided
a compliance period of 180 calendar days from the date of the Minimum Bid Price Requirement notice, or until October 13, 2025, to
regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On July 7, 2025, we received
a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating
that Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end.
As a result, the Company has fallen out of compliance with the Listing Rules (the “Rules”) for continued listing. The Company
now has 45 calendar days to submit a plan to regain compliance and, if accepted, NASDAQ can grant an exception of up to 180 calendar days
from the fiscal year end, or until December 29, 2025, to regain compliance.
Failure to approve the Reverse
Split may potentially have serious, adverse effects on us and our stockholders. Our common stock could be delisted from the Nasdaq because
shares of our common stock may continue to trade below the requisite $1.00 per share price needed to maintain our listing in accordance
with the Minimum Bid Price Requirement. Our shares may then trade on the OTC Bulletin Board or other small trading markets, such as the
pink sheets. In that event, our common stock could trade thinly as a microcap or penny stock, adversely decrease to nominal levels of
trading and may be avoided by retail and institutional investors, resulting in the impaired liquidity of our common stock.
As of July 15, 2025
our common stock closed at $0.28 per share on the Nasdaq Capital Market. The Reverse Split, if effected, would have the immediate effect
of increasing the price of our common stock as reported on the Nasdaq, therefore reducing the risk that our common stock could be delisted
from the Nasdaq.
Our Board strongly believes
that the Reverse Split is necessary to maintain our listing on the Nasdaq. Accordingly, our Board has approved resolutions proposing the
Reverse Split Amendment to effect the Reverse Split and directed that it be submitted to our stockholders for approval at the Special
Meeting.
Management and our Board
have considered the potential harm to us and our stockholders should the Nasdaq delist our common stock from trading. Delisting could
adversely affect the liquidity of our common stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally
considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in
seeking to buy, our common stock on an over-the-counter market. Many investors likely would not buy or sell our common stock due to difficulty
in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange, or other
reasons.
Other Effects.
Our Board also believes that the increased market price of our common stock expected as a result of implementing the Reverse Split could
improve the marketability and liquidity of our common stock and will encourage greater investor interest and trading in our common stock.
The Reverse Split, if effected, could allow a broader range of institutions to invest in our common stock (namely, funds that are prohibited
from buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our common stock.
The Reverse Split could help increase analyst and broker’s interest in our common stock, as their policies can discourage them from
following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks,
many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced
stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers.
Our Board does not intend
for this transaction to be the first step in a series of plans or proposals to effect a “going private transaction” within
the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, because the
number of authorized shares of our common stock will not be reduced, the Reverse Split will result in an effective increase in the authorized
number of shares of our common stock. The effect of the relative increase in the amount of authorized and unissued shares of our common
stock would allow us to issue additional shares of common stock in connection with future financings, employee and director benefit programs
and other desirable corporate activities, without requiring our stockholders to approve an increase in the authorized number of shares
of common stock each time such an action is contemplated.
Risks of the Reverse Split
We cannot assure you
that the Reverse Split will increase the price of our common stock and have the desired effect of maintaining compliance with the Nasdaq.
If the Reverse Split is implemented,
our Board expects that it will increase the market price of our common stock so that we are able to regain and maintain compliance with
the Nasdaq Minimum Bid Price Requirement. However, the effect of the Reverse Split upon the market price of our common stock cannot be
predicted with any certainty, and the history of similar stock splits for companies in like circumstances is varied. It is possible that
(i) the per share price of our common stock after the Reverse Split will not rise in proportion to the reduction in the number of shares
of our common stock outstanding resulting from the Reverse Split, (ii) the market price per post-Reverse Split share may not exceed or
remain in excess of the $1.00 minimum bid price for a sustained period of time, or (iii) the Reverse Split may not result in a per share
price that would attract brokers and investors who do not trade in lower priced stocks. Even if the Reverse Split is implemented, the
market price of our common stock may decrease due to factors unrelated to the Reverse Split. In any case, the market price of our common
stock will be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If
the Reverse Split is consummated and the trading price of our common stock declines, the percentage decline as an absolute number and
as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split. Even if the
market price per post-Reverse Split share of our common stock remains in excess of $1.00 per share, we may be delisted due to a failure
to meet other continued listing requirements, including the Nasdaq requirements related to the minimum number of shares that must be in
the public float and the minimum market value of the public float.
A decline in the
market price of our common stock after the Reverse Split is implemented may result in a greater percentage decline than would occur in
the absence of the Reverse Split.
If the Reverse Split is implemented
and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of the Reverse
Split. The market price of our common stock will, however, also be based upon our performance and other factors, which are unrelated to
the number of shares of common stock outstanding.
The Reverse Split may decrease the liquidity
of our common stock.
The liquidity of our common
stock may be harmed by the Reverse Split given the reduced number of shares of common stock that would be outstanding after the Reverse
Split, particularly if the stock price does not increase as a result of the Reverse Split.
The Reverse Split may result in future
dilution to our stockholders.
The Reverse Split will reduce
the number of outstanding shares of our common stock without a proportionate reduction in the number of shares of authorized but unissued
common stock in the Certificate of Incorporation, which will give the Company a larger number of authorized shares available to be issued
in the future without further stockholder action, except as may be required by applicable laws or the rules of any stock exchange on which
our common stock is listed. The issuance of additional shares of our common stock may have a dilutive effect on the ownership of existing
stockholders.
Determination of the Ratio for the Reverse Split
If Proposal 1 is approved by
stockholders and our Board determines that it is in the best interests of the Company and its stockholders to move forward with the
Reverse Split, the ratio on which the Reverse Split will be effected will be a ratio within the Approved Split Ratios to be selected
by our Board, in its sole discretion, and announced by the Company before the effectiveness of the Reverse Split Amendment. However,
the Approved Split Ratio will not be less than a ratio of one-for-three (1:3) or exceed a ratio of one-for-ten (1:10). In
determining the Approved Split Ratio to use as the Final Split Ratio, our Board will consider numerous factors, including the
historical and projected performance of our common stock, prevailing market conditions and general economic trends, and will place
emphasis on the expected closing price of our common stock in the period following the effectiveness of the Reverse Split. Our Board
will also consider the impact of the Approved Split Ratios on investor interest. The purpose of selecting a range is to give our
Board the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a
changing corporate environment. Based on the number of shares of common stock issued and outstanding as of August 15, 2025
after completion of the Reverse Split, we will have between 76,976,321 and 23,092,896 shares of common stock issued and outstanding,
depending on the Final Split Ratio selected by our Board.
Principal Effects of the Reverse Split
After the effective date
of the Reverse Split, each stockholder will own a reduced number of shares of common stock. Except for adjustments that may result from
the treatment of fractional shares as described below, the proposed Reverse Split will affect all stockholders uniformly. The proportionate
voting rights and other rights and preferences of the holders of our common stock will not be affected by the Reverse Split (other than
as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares
of our common stock immediately prior to a Reverse Split would continue to hold 2% of the voting power of the outstanding shares of our
common stock immediately after such Reverse Split. The number of stockholders of record also will not be affected by the Reverse Split,
except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after the Reverse
Split.
The following table contains approximate
number of issued and outstanding shares of common stock, and the estimated per share trading price following a 1:3 to 1:10 Reverse Split,
without giving effect to any adjustments for fractional shares of common stock or the issuance of any derivative securities, as of July 15,
2025.
After Each Reverse Split Ratio
| | |
Current | |
1:03 | |
1:10 |
| Common Stock Authorized | |
| 350,000,000 | | |
| 350,000,000 | | |
| 350,000,000 | |
| Common Stock Issued and Outstanding | |
| 230,928,963 | | |
| 76,976,321 | | |
| 23,092,896 | |
| Number of Shares of Common Stock Reserved for Issuance(1) | |
| 14,165,241 | | |
| 4,721,747 | | |
| 1,416,524 | |
| Number of Shares of Common Stock Authorized but Unissued and Unreserved | |
| 119,071,037 | | |
| 39,690,346 | | |
| 11,907,104 | |
| Price per share, based on the closing price of our common stock on 7/14/25 | |
$ | 0.30 | | |
$ | 0.90 | | |
$ | 3.00 | |
| (1) |
Includes (i) 166,667 shares of our common stock issuable upon vesting of outstanding restricted stock units as of June 30, 2025 ; (ii) warrants to purchase an aggregate 6,281,515 shares of our common stock with a weighted average exercise price of $0.91 per share as of June 30, 2025, (iii) options to purchase an aggregate 4,623,615 of our common stock with a weighted average exercise price of $0.75 per share as of June 30, 2025, and (iv) 3,093,444 shares of our common stock reserved for future issuance under our 2014 Stock Incentive Plan, 2019 Stock Incentive Plan, Officer and Director Share Purchase Plan and 2023 Employee Stock Purchase Plan. |
After the effective date
of the Reverse Split, our common stock would have a new committee on uniform securities identification procedures (CUSIP) number, a number
used to identify our common stock.
Our common stock is currently
registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange
Act. The proposed Reverse Split will not affect the registration of our common stock under the Exchange Act. Our common stock would continue
to be reported on the Nasdaq Capital Market under the symbol “RENB”
Effect on Outstanding Derivative Securities
The Reverse Split will require
that proportionate adjustments be made to the conversion rate, the per share exercise price and the number of shares issuable upon the
vesting, exercise or conversion of the outstanding derivative securities issued by us, in accordance with the Final Split Ratio. The adjustments
to such securities, as required by the Reverse Split and in accordance with the Final Split Ratio, would result in approximately the same
aggregate price being required to be paid under such securities upon exercise, and approximately the same value of shares of common stock
being delivered upon such exercise or conversion, immediately following the Reverse Split as was the case immediately preceding the Reverse
Split.
Effect on the Company’s Stock Plans
As of July 15, 2025
no shares of our common stock were issuable upon vesting of outstanding restricted stock units under our 2023 Stock Incentive Plan, and
a total of 3,093,444 shares of our common stock reserved for future issuance under our 2023 Stock Incentive Plan, Officer and Director
Share Purchase Plan and Employee Stock Purchase Plan (collectively, the “Plans”). Pursuant to the terms of the Plans, our
Board, or a designated committee thereof, as applicable, will adjust the number of shares of common stock underlying outstanding awards
and other terms of outstanding awards issued pursuant to the Plans to equitably reflect the effects of the Reverse Split. The number of
shares available for future grant under the Plans will be similarly adjusted.
Effective Date
The Reverse Split would become
effective at the time of filing of the Reverse Split Amendment with the office of the Secretary of State of the State of Delaware. At
the effective time of the Reverse Split Amendment, issued and outstanding shares of common stock and any shares of common stock held in
treasury, in each case, immediately prior thereto will be reclassified and combined, automatically and without any action on the part
of our stockholders, into new shares of common stock in accordance with the Final Split Ratio set forth in this Proposal 1. If the Reverse
Split Amendment is not approved by our stockholders,
the Reverse Split will not occur. Even if the Reverse Split Amendment is approved by our stockholders, our Board, in its sole discretion,
may determine to abandon the Reverse Split Amendment, in which case the Reverse Split will not occur.
Treatment of Fractional Shares
No fractional shares will
be issued in connection with the Reverse Stock Split; rather, any fractional share resulting from the Reverse Stock Split will be rounded
up to the next whole number.
Record and Beneficial Stockholders
If the Reverse Split is authorized
by our stockholders and our Board elects to implement the Reverse Split, stockholders of record holding some or all of their shares of
common stock electronically in book-entry form under the direct registration system for securities will receive a transaction statement
at their address of record indicating the number of shares of common stock they hold after the Reverse Split along with payment in lieu
of any fractional shares. Non-registered stockholders holding common stock through a bank, broker or other nominee should note that such
banks, brokers or other nominees may have different procedures for processing the consolidation and making payment for fractional shares
than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee
and if you have questions in this regard, you are encouraged to contact your nominee.
If the Reverse Split is authorized
by the stockholders and our Board elects to implement the Reverse Split, stockholders of record holding some or all of their shares in
certificate form will receive a letter of transmittal, as soon as practicable after the effective date of the Reverse Split. Our transfer
agent will act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-Reverse
Split shares will be asked to surrender to the exchange agent certificates representing pre-Reverse Split shares in exchange for post-Reverse
Split shares and payment in lieu of fractional shares (if any) in accordance with the procedures to be set forth in the letter of transmittal.
Until surrender, each certificate representing shares before the Reverse Split would continue to be valid and would represent the adjusted
number of whole shares based on the approved exchange ratio of the Reverse Split selected by our Board. No new post-Reverse Split share
certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s)
together with the properly completed and executed letter of transmittal to the exchange agent.
STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT
STOCK CERTIFICATE AND
SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE
REQUESTED TO DO SO.
Accounting Consequences
The par value per share of
common stock would remain unchanged at $0.0001 per share after the Reverse Split. As a result, on the effective date of the Reverse Split,
the stated capital on our balance sheet attributable to the common stock will be reduced proportionally, based on the Final Split Ratio
selected by our Board, from its present amount, and the additional paid-in capital account shall be credited with the amount by which
the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be
fewer shares of common stock outstanding. The shares of common stock held in treasury, if any, will also be reduced proportionately based
on the Final Split Ratio selected by our Board. Retroactive restatement will be given to all share numbers in the financial statements,
and accordingly all amounts including per share amounts will be shown on a post-Reverse Split basis. We do not anticipate that any other
accounting consequences would arise as a result of the Reverse Split.
No Appraisal Rights
Our stockholders are not
entitled to dissenters’ or appraisal rights under the Delaware General Corporation Law with respect to this Proposal 1 and we will
not independently provide our stockholders with any such right if the Reverse Split is implemented.
Material Federal U.S. Income Tax Consequences of the Reverse
Split
The following is a
summary of certain material U.S. federal income tax consequences of a Reverse Split to our stockholders. The summary is based on the
Internal Revenue Code of 1986, as amended, or the Code, applicable Treasury Regulations promulgated thereunder, judicial authority
and current administrative rulings and practices as in effect on the date of this Proxy Statement. Changes to the laws could alter
the tax consequences described below, possibly with retroactive effect. We have not sought and will not seek an opinion of counsel
or a ruling from the Internal Revenue Service regarding the federal income tax consequences of a Reverse Split. This discussion only
addresses stockholders who hold common stock as capital assets. It does not purport to be complete and does not address stockholders
subject to special tax treatment under the Code, including, without limitation, financial institutions, tax-exempt organizations,
insurance companies, dealers in securities, foreign stockholders, stockholders who hold their pre-Reverse Split shares as part of a
straddle, hedge or conversion transaction, and stockholders who acquired their pre-Reverse Split shares pursuant to the exercise of
employee stock options or otherwise as compensation. If a partnership (or other entity treated as a partnership for U.S. federal
income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the
partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and
other entities treated as partnerships for U.S. federal income tax purpose) holding our common stock and the partners in such
entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the proposed Reverse Split to
them. In addition, the following discussion does not address the tax consequences of the Reverse Split under state, local and
foreign tax laws. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before,
after or at the same time as the Reverse Split, whether or not they are in connection with the Reverse Split.
In general, the federal income
tax consequences of a Reverse Split will vary among stockholders depending upon whether they receive cash for fractional shares or solely
a reduced number of shares of common stock in exchange for their old shares of common stock. We believe that because the Reverse Split
is not part of a plan to increase periodically a stockholder’s proportionate interest in our assets or earnings and profits, the
Reverse Split should have the following federal income tax effects. The Reverse Split is expected to constitute a “recapitalization”
for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. A stockholder who receives solely a reduced number
of shares of common stock will not recognize gain or loss. In the aggregate, such a stockholder’s basis in the reduced number of
shares of common stock will equal the stockholder’s basis in its old shares of common stock and such stockholder’s holding
period in the reduced number of shares will include the holding period in its old shares exchanged. The Treasury Regulations provide detailed
rules for allocating the tax basis and holding period of shares of common stock surrendered in a recapitalization to shares received in
the recapitalization. Stockholders of our common stock acquired on different dates and at different prices should consult their tax advisors
regarding the allocation of the tax basis and holding period of such shares.
A stockholder that, pursuant
to the proposed Reverse Split, receives cash in lieu of a fractional share of our common stock should recognize capital gain or loss in
an amount equal to the difference, if any, between the amount of cash received and the portion of the stockholder’s aggregate adjusted
tax basis in the shares of our common stock surrendered that is allocated to such fractional share. Such capital gain or loss will be
short term if the pre-Reverse Split shares were held for one year or less at the effective time of the Reverse Split and long term if
held for more than one year. Stockholders should consult their own tax advisors regarding the tax consequences to them of a payment for
fractional shares.
We will not recognize any gain or loss as a result
of the proposed Reverse Split.
A stockholder of our common
stock may be subject to information reporting and backup withholding on cash paid in lieu of a fractional share in connection with the
proposed Reverse Split. A stockholder of our common stock will be subject to backup withholding if such stockholder is not otherwise exempt
and such stockholder does not provide its taxpayer identification number in the manner required or otherwise fails to comply with backup
withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded
or allowed as a credit against a stockholder’s U.S. federal income tax liability, if any, provided the required information is timely
furnished to the Internal Revenue Service. Stockholders of our common stock should consult their own tax advisors regarding their qualification
for an exemption from backup withholding and the procedures for obtaining such an exemption.
THE PRECEDING DISCUSSION
IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL U.S. INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT AND DOES NOT PURPORT TO BE A COMPLETE
ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL,
STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.
Vote Required
Proposal 1, to approve the Reverse Split Amendment to the Company’s Certificate
of Incorporation to effect the Reverse Split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-three
(1:3) to one-for-ten (1:10), with the exact ratio within such range to be determined by our Board and announced by the Company before
the effectiveness of the Reverse Split Amendment, will require the affirmative vote of the holders of a majority of the votes cast by
stockholders entitled to vote on this proposal. Abstentions and broker non-votes will not be counted either for or against this proposal.
Approval of Proposal 1 by the Company’s stockholders includes approval that, at any time prior to the effectiveness of the filing
of the Reverse Split Amendment with the Secretary of State of the State of Delaware, notwithstanding authorization of the Reverse Split
Amendment by the Company’s stockholders, our Board may abandon the Reverse Split Amendment without further action by the Company’s
stockholders.
Board Recommendation
OUR BOARD RECOMMENDS A VOTE “FOR”
THE REVERSE SPLIT PROPOSAL.
PROPOSAL 2
THE ADJOURNMENT PROPOSAL
Proposal
As described above, our Board
has recommended an amendment to our Certificate of Incorporation to effect a reverse split of our issued and outstanding shares of
common stock, at a specific ratio, ranging from one-for-three (1:3) to one-for-ten (1:10), with the exact ratio within such range to
be determined by our Board (Proposal 1). In furtherance of this recommendation, the Company is asking its stockholders to approve an
adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of
Proposal 1.
Vote Required
Proposal 2, to approve an
adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal
1, will require the affirmative vote of the holders of a majority of the votes cast by stockholders entitled to vote on this proposal.
Board Recommendation
OUR BOARD RECOMMENDS A VOTE “FOR”
THE ADJOURNMENT PROPOSAL.
SUMMARY
This summary highlights
selected information from this proxy statement and may not contain all of the information that is important to you. To better understand
the Transaction and the other proposals being considered at the Special Meeting, you should read this entire proxy statement carefully,
including the materials attached as annexes, as well as other documents referred to or incorporated by reference herein. This proxy statement
also incorporates by reference certain information from the Renovaro 2024 Form 10-K and the Renovaro Third Quarter 2025 Form 10-Q,
copies of which can be accessed through our website (Renvaro.com ) through the Investor tab. You can obtain additional copies of these
report and the other documents incorporated by reference into this proxy statement without charge by following the instructions under
the section of this proxy statement titled “Where You Can Find More Information”.
The Company
Renovaro Inc.
2080 Century Park East, Suite 906 Los Angeles, CA 90067
(305) 918-1980
MARKET PRICE AND DIVIDEND INFORMATION
The Common Stock trades on
Nasdaq under the symbol “RENB”. As of July 15, 2025, the last full trading day immediately preceding record date for
voting on the Reverse Split Proposal, the closing price of the Common Stock as reported on Nasdaq was $0.28 per share.
As of July 15, 2025, the Record
Date for the Special Meeting, there were approximately 222 holders of record of the Common Stock. The number of record holders was determined
from the records of our transfer agent and does not include beneficial owners of our Common Stock whose shares are held in the names of
various banks, brokers or other nominees.
Assuming approval of the
Reverse Split Proposal, the Common Stock is expected to continue trading on Nasdaq under the symbol “RENB.”
Dividends
Renovaro has not declared
or paid any cash dividends on the Common Stock and does not intend to declare or pay any cash dividends in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Renovaro Board and will depend on Renovaro’s earnings, if any, its
capital requirements and financial condition and such other factors as the Renovaro Board may consider.
RISK FACTORS
In addition to the other
information contained in this proxy statement, you should carefully consider the material risks described below before deciding how to
vote your shares of Common Stock. You should also read and consider the risks associated with the business of Renovaro because these risks
may also affect the combined company—these risks can be found in the Renovaro 2024 Form 10-K and the Renovaro Third Quarter
2025 Form 10-Q, which are incorporated by reference herein. You should also read and consider the other information in this proxy
statement and the other documents incorporated by reference into this proxy statement.
Summary of Risk Factors
Risks Related to Renovaro
For risks related to the
business of Renovaro, please refer to the section titled “Item 1A. Risk Factors” set forth in the Renovaro 2024 Form 10-K
and the section titled “Item 1A. Risk Factors” set forth in the Renovaro Form 10-Q for the period ended March 31,
2025, each of which is incorporated by reference herein.
FORWARD-LOOKING STATEMENTS
This proxy statement contains
“forward-looking statements” (including within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and Section 27A of the Securities Act), relating to Renovaro and the Reverse Split Proposal.
These forward-looking statements include express or implied statements relating to Renovaro’s expectations, hopes, beliefs, intentions
or strategies regarding the future, including the future business and results of operations of the company. These statements may discuss
goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based
on current beliefs of the management of Renovaro as well as assumptions made by, and information currently available to, management. In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “approximate,” “predict,” “project,”
“should,” “will,” “would” and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations
and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Renovaro,
or the proposed Reverse Split will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond Renovaro’s control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Factors that might cause these differences include, but
are not limited to, those described in the Risk Factor section in Renovaro’s Form 10-K for FY 2024 referenced in this proxy
statement under the heading “Risk Factors.
PROPOSAL 1:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth
information regarding the beneficial ownership of shares of Common Stock as of July 15, 2025 by:
| |
● |
each person known by Renovaro to be the beneficial owner of more than 5% of outstanding shares of Common Stock; |
| |
● |
each of Renovaro’s named executive officers for the 2025 fiscal year; |
| |
● |
each of Renovaro’s directors; and |
| |
● |
all of Renovaro’s current executive officers and directors as a group. |
Beneficial ownership of the Common
Stock is determined in accordance with the rules of the SEC and includes any shares of Common Stock over which a person exercises sole
or shared voting or dispositive power, or of which a person has a right to acquire ownership at any time within sixty (60) days. Except
as otherwise indicated, Renovaro believes that the persons named in this table have sole voting and dispositive power with respect to
all shares of Common Stock held by them. Applicable percentage ownership in the following table is based on 230,928,963 shares of Common
Stock outstanding as of July 15, 2025, plus any securities that the individuals included in this table have the right to acquire
within sixty (60) days of July 15, 2025.
To Renovaro’s knowledge,
except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table
have sole voting and dispositive power with respect to all shares of Common Stock beneficially owned by them. Unless indicated otherwise,
the address for the beneficial holders is c/o Renovaro Inc., 2080 Century Park East, Suite 906, Los Angeles, CA, 90067 U.S.A.
Name of Beneficial Owner
| Named
Executive Officers & Directors | |
Number of Shares(1) | |
% Ownership(1) |
| David Weinstein | |
| 850,000 | | |
| 0.4 | % |
| Nathen Fuentes | |
| 62,500 | | |
| 0.0 | % |
| Maurice Van Tilburg | |
| 250,000 | | |
| 0.1 | % |
| James A. McNulty | |
| — | | |
| 0.0 | % |
| Douglas W. Carter | |
| — | | |
| 0.0 | % |
| Mark A. Collins, PhD | |
| — | | |
| 0.0 | % |
| | |
| | | |
| | |
| Directors & Officers Total (6 persons): | |
| 1,162,500 | | |
| 0.5 | % |
| 5% Shareholders: | |
| | | |
| | |
| PASECO APS (2) | |
| 26,994,640 | | |
| 11.3 | % |
| Lakysa Ventures, Inc (3) | |
| 21,497,168 | | |
| 9.0 | % |
| William Anderson Wittekind 4) | |
| 18,133,196 | | |
| 7.6 | % |
| Rene Sindlev (5) | |
| 16,824,681 | | |
| 7.0 | % |
| BMO Nesbitt Burns INC, ITF YALLA YALLA LIMITED (6) | |
| 13,575,073 | | |
| 5.7 | % |
| (1) |
The amounts set forth on this table are based upon information provided to the Company by such individuals, the Company records, transfer agent records, and public filings. The Company does not have visibility into all brokerage accounts and cannot independently verify shares that may be held in street name. |
| (2) |
Address of Vedbaek Strandvej 506, Vedbaek 2950, Denmark (Source: Internal Company documents). |
| (3) |
Address of 88 7th Ave., 40th Flr, New York, NY 10019, United States (Source: Internal Company documents). |
| (4) |
Address of 8581 Santa Monica Blvd., #317 West Hollywood, CA, 90069, United States (Source: 13D filed with SEC on 7/9/25). |
| (5) |
Address of Stumpedyssevej 17, 2970 Hørsholm, Denmark (Source: Internal Company documents). |
| (6) |
Address of Q2, Level 7, Quad Central, Triq l-Esporaturi, Central Business District,Birkirkara, CBD 1040, Malta (Source: SPA filed with SEC on 9/28/23). |
Householding of Proxy Materials
The SEC has adopted rules
that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements with respect
to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process,
which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for
companies.
A number of banks and brokers with
account holders who are our stockholders will be householding our proxy materials. A single proxy statement will be delivered to multiple
stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received
notice from your bank or broker that it will be householding communications to your address, householding will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer
to receive a separate proxy statement and any annual report, please notify your bank or broker, direct your written request to David Weinstein,
or contact Investor Relations by telephone at 305-918-1980. Stockholders who currently receive multiple copies of the proxy statement
at their address and would like to request householding of their communications should contact their bank or broker.
Additional Information
Information on our website,
other than our proxy statement, notice and form of proxy, is not part of the proxy soliciting materials and is not incorporated herein
by reference.
NO DISSENTERS’ RIGHTS
No dissenters’ or appraisal
rights are available to Renovaro’s stockholders on the Record Date under the General Corporation Law of the State of Delaware, the
Certificate of Incorporation or the By-laws in connection with Proposal 1.
OTHER MATTERS
Transaction of Other Business
Renovaro knows of no other
matters to be submitted to the Renovaro stockholders at the Special Meeting. If any other matters properly come before the Renovaro stockholders
at the Special Meeting, the persons named in the enclosed form of proxy will vote the shares they represent in their discretion.
Available Information
Renovaro will furnish without
charge to each person whose proxy is being solicited, upon request of any such person, a copy of the Renovaro 2024 Form 10-K, as
filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available,
free of charge, through Renovaro’s website, https://ir.renovarogroup.com, by clicking on Financials and then SEC Filings. A request
for a copy of such report should be directed to Renovaro Inc., 2080 Century Park East, Suite 906, Los Angeles, CA, Attention: Chief Financial
Officer. A copy of any exhibit to the Renovaro 2024 Form 10-K, as amended, will be forwarded following receipt of a written request
to us.
SPECIAL MEETING PROXY MATERIALS RESULTS
Copies of this proxy statement,
the Renovaro 2024 Form 10-K and the Renovaro Third Quarter 2025 Form 10-Q may be found on Renovaro’s website at https://ir.renovarogroup.com.
Renovaro intends to publish
final results from the Special Meeting in a Current Report on Form 8-K, which will be filed with the SEC within four (4) business
days from the Special Meeting, or as amended thereafter. You may obtain a copy of this and other reports free of charge at or the SEC
at (800) 732-0330 or http://www.sec.gov.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING
AN ADDRESS
Only one proxy statement
is being delivered to two or more Renovaro stockholders who share an address, unless Renovaro has received contrary instruction from one
or more of such stockholders. Renovaro will promptly deliver, upon written or oral request, a separate copy of the proxy statement to
a stockholder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies
of the proxy statement, or if in the future you would like to receive multiple copies of information or proxy statements, or annual reports,
or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please
so instruct Renovaro by writing to us at Renovaro Inc., 2080 Century Park East, Suite 906, Los Angeles, CA, Attention: Chief Financial
Officer.
WHERE YOU CAN FIND MORE INFORMATION
Renovaro is subject to the
information requirements of the Exchange Act. Accordingly, Renovaro files annual, quarterly and current reports, proxy statements as may
be required and other information with the SEC. You can review Renovaro’s filings by accessing the website maintained by the SEC
at http://www.sec.gov. The site contains reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC.
In addition to the foregoing,
Renovaro maintains a website at https://www.renovarogroup.com. Information contained in this website is not part of, nor incorporated
by reference into, this proxy statement. Renovaro makes available free of charge, on or through its website, the annual, quarterly, and
current reports and any amendments to those reports filed or furnished by Renovaro pursuant to Section 13(a) of the Exchange Act
as soon as reasonably practicable after it electronically files such material with, or furnish it to, the SEC.
INFORMATION INCORPORATED BY REFERENCE
This proxy statement incorporates
by reference the Renovaro 2024 Form 10-K and the Renovaro Third Quarter 2025 Form 10-Q, which Renovaro has previously filed
with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules).
They contain important information about Renovaro.
Those documents are considered
to be a part of this proxy statement, effective as of the date they are filed. In the event of conflicting information in those documents,
the information in the latest filed document should be considered correct.
If you would like to request
documents from Renovaro please send a request in writing or by telephone to Renovaro at the following address:
Renovaro Inc.
Investor Relations
2080 Century Park East, Suite 906
Los Angeles, CA 90067
Telephone: (305) 918-1980
Email: investors@renovarogroup.com
ANNEX A
PROPOSED CERTIFICATE OF AMENDMENT TO RENOVARO’S
CERTIFICATE OF INCORPORATION REGARDING REVERSE SPLIT OF AUTHORIZED/OUTSTANDING COMMON STOCK
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RENOVARO INC.
Renovaro Inc., a corporation
duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), pursuant
to the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
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1. |
This Certificate of Amendment to the Certificate of Incorporation of
the Corporation, as amended to date (the “Certificate of Incorporation”), was duly adopted by the Board of Directors
of the Corporation in accordance with the provisions of Sections 242 and 228 of the DGCL. |
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2. |
This Certificate of Amendment hereby amends the Certificate of Incorporation
by adding the following paragraph to Article Fifth: |
“Upon the effectiveness (the “Effective
Time”) of the Certificate of Amendment inserting this paragraph in the Certificate of Incorporation, each three (3) to ten (10)
shares of Common Stock that are issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into
one (1) share of Common Stock, with the exact ratio to be determined by the Board prior to the Effective Time and publicly announced
by the Corporation, subject to the treatment of fractional share interests as described below (the “Reverse Split”). The
Reverse Split shall occur automatically without any further action by the Corporation or its stockholders and whether or not any certificate
representing such shares immediately prior to the Effective Time (an “Old Certificate”) is surrendered to the Corporation.
No fractional shares of Common Stock will be issued in connection with the Reverse Split. Stockholders of record who otherwise would
be entitled to receive fractional shares, will be entitled to receive cash (without interest) in lieu of fractional shares, equal to
such fraction multiplied by the average of the closing sales prices of the Common Stock on the exchange the Corporation is currently
trading during regular trading hours for the five consecutive trading days immediately preceding the effective date of the Reverse Split
(with such average closing sales prices being adjusted to give effect to the Reverse Split). Following the Effective Time, each Old Certificate
shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate
shall have been reclassified and combined, subject to the elimination of fractional share interests as described above, until such time
as such Old Certificate has been surrendered to the Corporation.”
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this day of , 2025.
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RENOVARO INC. |
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By: |
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Name: |
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Title: Chief Executive Officer |
PROXY
RENOVARO INC.
Special Meeting of Stockholders
August 15,
2025 at a.m./p.m. (EST)
This proxy is solicited on behalf of the Board of
Directors of Renovaro Inc.
The stockholder(s) hereby
appoint(s) David Weinstien, as proxy, with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to
vote, as designated on the reverse side of this ballot, all of the shares of common stock of Renovaro Inc. that the stockholder(s) is/are
entitled to vote at the Special Meeting of Stockholders to be held at August 15, 2025 at 9:00 a.m. EST at http://www.virtualshareholdermeeting.com/RENB2025SM
or any adjournment or postponement thereof.
This proxy, when properly executed, will be
voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’
recommendations.
(Continued and to be marked, dated, and signed on
the other side)
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PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. |
Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting:
The Notice & Proxy Statement are available at
http:// www.proxyvote.com
[TO BE CONFORMED TO SITE USED BY COMPANY USED
TO TALLY PROXY VOTES]
The Board of Directors recommends you vote
FOR the following:
Proposal 1. Reverse
Stock Split Proposal. To approve amendments to our Restated Certificate of Incorporation to effect, at the option of our Board of
Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-3 to 1-for-10, inclusive, with such ratio to be
determined by our Board of Directors in its sole discretion
FOR ☐
AGAINST ☐ ABSTAIN ☐
Proposal 2. Adjournment.
To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies
FOR ☐
AGAINST ☐ ABSTAIN ☐
(Stockholder Name & Address Data)
DO NOT PRINT IN THIS AREA
Change of Address - Please print new address
below:
NOTE: To transact such other
business as may properly come before the meeting and any postponement or adjournment thereof.
CONTROL NUMBER
| Signature (if held jointly) |
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Please sign exactly as name(s) appear(s) hereon. When signing as an attorney, executor, administrator, trustee, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
PLEASE DETACH ALONG PERFORATED LINE AND
MAIL IN THE ENVELOPE PROVIDED.
As a stockholder of Renovaro
Inc., you have the option of voting your shares prior to the Special Meeting electronically through the Internet or by telephone, eliminating
the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you
marked, signed, dated, and returned the proxy card. Votes submitted prior to the Special Meeting electronically over the Internet or by
telephone must be received by 11:59 p.m. EST on August 14, 2025.
CONTROL NUMBER
PROXY VOTING INSTRUCTIONS
Please have your 16-digit control number ready when
voting by Internet or Telephone.
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Vote Your Proxy on the Internet:
Go to
Before The Meeting - Go to
www.proxyvote.com |
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Vote Your Proxy by Phone:
Call 1 (800) 690-6903 |
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Vote Your Proxy by Mail: |
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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A-4
