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RENOVARO INC

For the period ended Dec 31, 2024. Filed Feb 19, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2024 · Filed Feb 19, 2025

LNAI$0.16-30.2%Stored close · as of Oct 29, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0001731122-24-001811

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-12-31; filed 2025-02-19.

0001731122-25-000258

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 110 previous paragraphs and 115 current paragraphs.

95 unchanged; 15 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 40 previous and 40 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Our operating expenses for the three months ended December 31, 2024 and 2023, were$4,546,316 and $4,270,075 respectively, representing an increase of $276,241 or approximately 6%. The increase in operating expenses primarily relates to the increase in general and administrative expenses of $736,731, partially offset by the decrease in research and development expenses of $459,437.

Current report

General and administrative expenses for the three months ended December 31, 2024, and 2023, were $4,353,123 and $3,616,392, respectively, representing an increase of $736,731 or approximately 20%. The variance is related to an increase in consulting fees expense of $667,815, compensation and related expenses of $354,968, and accounting fees of $134,620, partially offset by a decrease in non-cash stock-based compensation expense of $440,597.

Current report

Research and development expenses for the six months ended December 31, 2024, and 2023, were $551,273 and $1,187,165, respectively, representing a decrease of $635,892 or approximately 54%. The variance is primarily driven by a decrease of $498,092 in collaborating partner expenses with CDMO and CROs, and consulting expenses of $107,433.

Current report

The Company recorded other expense of $2,706,078 for the three months ended December 31, 2024, compared to other expense of $259,046 for the three months ended December 31, 2023, representing an increase in other expense of $2,447,032 or 945%. The variance is primarily due to an increase of $2,590,000 in the change in fair value of contingent consideration in the current period.

Current report

Net loss for the three months ended December 31, 2024, and 2023, was $7,252,394 and $4,529,121, respectively, representing an increase in net loss of $2,723,273 or approximately 60%. The increase in net loss was primarily due to an increase in the change in fair value of contingent consideration of $2,590,000, an increase in general and administrative expenses of $736,731, partially offset by a decrease in research and development expenses of $459,437.
Reworded paragraphs (15)

Previous wording

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of $44,212,036 and $9,175,028 for the quarters ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had cash and cash equivalents of $220,571 and an accumulated deficit of $368,891,461 and a working capital deficit of $21,087,220. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Current wording

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of $7,252,394 and $51,464,429 for the three and six months ended December 31, 2024, respectively. As of December 31, 2024, the Company had cash and cash equivalents of $311,764 and an accumulated deficit of $383,919,510 and a working capital deficit of $26,898,493. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Previous wording

Results of Operations for the three months ended September 30, 2024 and 2023

Current wording

Results of Operations for the Three and Six Months ended December 31, 2024 and 2023

Previous wording

The following table sets forth our revenues, expenses and net loss for the three months ended September 30, 2024 and 2023. The financial information below is derived from our unaudited condensed consolidated financial statements.

Current wording

The following table sets forth our revenues, expenses and net loss for the six months ended December 31, 2024 and 2023. The financial information below is derived from our unaudited condensed consolidated financial statements.

Previous wording

We are a pre-revenue, pre-clinical biotechnology and artificial intelligence driven healthcare technology company. We have never generated revenues and have incurred losses since inception. We do not anticipate earning any revenues until our therapies or products are approved for marketing and sale.

Current wording

We are a pre-revenue, pre-clinical biotechnology and artificial intelligence driven healthcare technology company. We have never generated revenues and have incurred losses since inception. We do not anticipate earning any revenue until our therapies or products are approved for marketing and sale.

Previous wording

Our operating expenses for the three months ended September 30, 2024 and 2023, were $53,338,554 and $8,884,114, respectively, representing an increase of $44,454,440, or approximately 500%. The increase in operating expenses primarily relates to goodwill impairment of $47,614,729 offset by the decrease in general and administrative expenses of $2,988,959 and the decrease in research and development expenses of $176,455.

Current wording

Our operating expenses for the six months ended December 31, 2024 and 2023, were$57,884,869 and $13,154,189 respectively, representing an increase of $44,730,680, or approximately 340%. The increase in operating expenses primarily relates to the increase in goodwill impairment of $47,614,729, partially offset by the decrease in general and administrative expenses of $2,252,229 and the decrease in research and development expenses of $635,892.

Previous wording

General and administrative expenses for the three months ended September 30, 2024, and 2023, were $5,301,251 and $8,290,210, respectively, representing a decrease of $2,988,959 or approximately 36%. The variance is related to a decrease in non-cash consulting fees of $3,070,000 partially offset by an increase in compensation and related expenses of $377,142 and legal expenses of $261,903.

Current wording

General and administrative expenses for the six months ended December 31, 2024, and 2023, were $9,654,373 and $11,906,602, respectively, representing a decrease of $2,252,229 or approximately 19%. The variance is related to a decrease in consulting fees expense of $2,098,916, and non-cash stock-based compensation expense of $1,066,778, partially offset by an increase in compensation and related expenses of $637,587 and legal expenses of $192,571.

Previous wording

Research and development expenses for the three months ended September 30, 2024, and 2023, were $390,189 and $566,644, respectively, representing a decrease of $176,455 or approximately 31%. The variance is primarily driven by a decrease of $262,065 in collaborating partner expenses with CDMO and CROs related to discontinued product candidates.

Current wording

Research and development expenses for the three months ended December 31, 2024, and 2023, were $161,084 and $620,521, respectively, representing a decrease of $459,437 or approximately 74%. The variance is primarily driven by a decrease of $236,026 in collaborating partner expenses with CDMO and CROs and $205,057 in consumables related to pre-clinical testing.

Previous wording

The Company recorded other income of $9,126,518 for the three months ended September 30, 2024, compared to other expense of $290,914 for the three months ended September 30, 2023, representing a change in other income (expense) of $9,417,432 or 3,237%. The variance is primarily due to the change in fair value of contingent consideration of $9,250,000 in the current period.

Current wording

The Company recorded other income of $6,420,440 for the six months ended December 31, 2024, compared to other expense of $549,960 for the six months ended December 31, 2023, representing a decrease in other expense of $6,970,400 or 1,267%. The variance is primarily due to the change in fair value of contingent consideration liability of $6,660,000 in the current period.

Previous wording

Net loss for the three months ended September 30, 2024, and 2023, was $44,212,036 and $9,175,028, respectively, representing an increase in net loss of $35,037,008 or approximately 382%. The increase in net loss was primarily due to an increase in goodwill impairment of $47,614,729, partially offset by the change in fair value of contingent consideration of $9,250,000.

Current wording

Net loss for the six months ended December 31, 2024, and 2023, was $51,464,429 and $13,704,149, respectively, representing an increase in net loss of $37,760,280 or approximately 276%. The increase in net loss was primarily due to an increase in goodwill impairment of $47,614,729, partially offset by the decrease in general and administrative expenses of $2,252,229 and change in fair value of contingent consideration of $6,660,000.

Previous wording

As of September 30, 2024, the Company had $220,571 in cash and working capital of $(21,087,220) as compared to $220,467 in cash and working capital of $(28,312,274) as of June 30, 2024, a decrease of zero and 26%, respectively.

Current wording

As of December 31, 2024, the Company had $311,764 in cash and working capital deficit of $26,898,493 as compared to $220,467 in cash and working capital deficit of $28,312,274 as of June 30, 2024, an increase of 41% and decrease of 5%, respectively.

Previous wording

Total assets at September 30, 2024, were $121,832,637 compared to $163,129,450 as of June 30, 2024. The decrease in assets is primarily due to goodwill impairment of $47,614,729 in the current period.

Current wording

Total assets at December 31, 2024, were $111,340,272 compared to $163,129,450 as of June 30, 2024. The decrease in assets is primarily due to goodwill impairment of $47,614,729 in the current period.

Previous wording

Total liabilities at September 30, 2024, were $23,745,639 compared to $31,152,306 as of June 30, 2024. The decrease in total liabilities was primarily related to the decrease of $9,250,000 in contingent consideration liability, partially offset by an increase of $1,953,540 in accounts payable.

Current wording

Total liabilities at December 31, 2024, were $29,280,954 compared to $31,152,306 as of June 30, 2024. The decrease in total liabilities was primarily related to the decrease of $6,660,000 in contingent consideration liability, partially offset by an increase of $2,679,004 in notes payable – related parties, net and an increase in accounts payable of $1,485,872.

Previous wording

Cash used in operating activities for the three months ended September 30, 2024, and 2023 was ($2,016,328) and ($2,777,207), respectively, representing a decrease of $760,879. The decrease is primarily related to the changes in our operating assets and liabilities.

Current wording

The decrease in our cash used in operating activities is primarily related to the changes in our operating assets and liabilities. The change is primarily drive by our net loss offset by significant non-cash charges such as stock based compensation, impairments and change in fair value of contingent consideration. Additionally, our operating cash flow was positively impacted by changes in our operating assets and liabilities, primarily other receivables, prepaid expenses and accounts payable.

Previous wording

Cash used in investing activities for the three months ended September 30, 2024, and 2023 was zero and ($1,057,875), respectively. Cash used in investing activities during the prior period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,057,875.

Current wording

Cash used in investing activities during the prior period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,073,625.

Previous wording

Cash provided by financing activities for the three months ended September 30, 2024, was $2,029,183 as compared to cash provided by financing activities of $2,562,817 during the three months ended September 30, 2023. During the three months ended September 30, 2024, the Company received net proceeds of $156,947 from issuance of notes payable and $2,096,181 from private placements that were partially offset by $223,945 in repayment of a finance agreement.

Current wording

Cash provided by financing activities during the period primarily related to net proceeds of $2,671,926 from issuance of notes payable and $2,376,181 from private placements that were partially offset by $427,945 in repayment of a finance agreement.