RENOVARO INC

Previous wording

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of Renovaro Inc. (“Renovaro,” and together with its subsidiaries, the “Company”, “we” or “us”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K as filed with the SEC on October 10, 2024. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of the business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Current wording

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of Renovaro Inc. (“Renovaro,” and together with its subsidiaries, the “Company”, “we” or “us”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K/A as filed with the SEC on February 19, 2025. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of the business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

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 $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.

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 income (loss) of $189,176 and $(51,275,253) for the three and nine months ended March 31, 2025, respectively. As of March 31, 2025, the Company had cash and cash equivalents of $923,002 and an accumulated deficit of $383,730,334 and a working capital deficit of $25,173,586. 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 and Six Months ended December 31, 2024 and 2023

Current wording

Results of Operations for the Three and Nine Months ended March 31, 2025 and 2024

Previous 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.

Current wording

The following table sets forth our revenues, expenses and net loss for the three and nine months ended March 31, 2025 and 2024. The financial information below is derived from our unaudited condensed consolidated financial statements.

Previous wording

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 wording

Our operating expenses for the three months ended March 31, 2025 and 2024, were$4,162,492 and $51,380,840 respectively, representing a decrease of $47,218,348 or approximately 92%. The decrease in operating expenses primarily relates to the decrease of intangible asset impairment of $42,611,000, general and administrative expenses of $3,427,789 and the decrease in research and development expenses of $1,181,229.

Previous 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.

Current wording

Our operating expenses for the nine months ended March 31, 2025 and 2024, were$62,047,361 and $64,535,029 respectively, representing a decrease of $2,487,668, or approximately 4%. The decrease in operating expenses primarily relates to the decrease in intangible asset impairment of $42,611,000, general and administrative expenses of $5,680,018 and research and development expenses of $1,817,121, partially offset by the increase in goodwill impairment of $47,614,729.

Previous wording

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 wording

General and administrative expenses for the three months ended March 31, 2025, and 2024, were $4,224,590 and $7,652,379, respectively, representing a decrease of $3,427,789 or approximately 45%. The variance is related to decreases in legal expenses of $1,915,126, consulting fees expense of $453,294, non-cash stock-based compensation expense of $362,402, marketing expenses of $137,516, investor relations expenses of $109,831 and board of director compensation of $107,718.

Previous 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.

Current wording

General and administrative expenses for the nine months ended March 31, 2025, and 2024, were $13,878,963 and $19,558,981, respectively, representing a decrease of $5,680,018 or approximately 29%. The variance is related to decreases in legal expenses of $1,722,555, consulting fees expense of $2,552,211, non-cash stock-based compensation expense of $1,429,180, marketing expenses of $280,412, investor relations expenses of $186,646 and board of director compensation of $203,968, partially offset by an increase in compensation related expenses of $856,873.

Previous wording

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 wording

Research and development expenses for the three months ended March 31, 2025, and 2024, were $(94,073) and $1,087,156, respectively, representing a decrease of $1,181,229 or approximately 109%. The variance is primarily driven by decreases of $632,102 in collaborating partner expenses with CDMO and CROs, consulting expenses of $339,505 and consumables and reagents related expenses of $205,985.

Previous 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.

Current wording

Research and development expenses for the nine months ended March 31, 2025, and 2024, were $457,200 and $2,274,321, respectively, representing a decrease of $1,817,121 or approximately 80%. The variance is primarily driven by decreases of $1,130,193 in collaborating partner expenses with CDMO and CROs, consulting expenses of $446,938 and consumables and reagents related expenses of $231,281.

Previous wording

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 wording

The Company recorded other income of $4,351,668 for the three months ended March 31, 2025, compared to other expense of $7,609,230 for the three months ended March 31, 2024, representing an decrease in other expense of $11,960,898 or 157%. The variance is primarily due to the change in fair value of contingent consideration liability of $11,619,156.

Previous 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.

Current wording

The Company recorded other income of $10,772,108 for the nine months ended March 31, 2025, compared to other expense of $8,159,190 for the nine months ended March 31, 2024, representing a decrease in other expense of $18,931,298 or 232%. The variance is primarily due to the change in fair value of contingent consideration liability of $18,279,156.

Previous wording

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.

Current wording

Net income (loss) for the three months ended March 31, 2025, and 2024, was $189,176 and $(58,990,070), respectively, representing a change in net income (loss) of $59,179,246 or approximately 100%. The decrease in net loss was primarily due to a decrease in intangible asset impairment of $42,611,000 and the change in fair value of contingent consideration of $11,619,156.

Previous 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.

Current wording

Net loss for the nine months ended March 31, 2025, and 2024, was $51,275,253 and $72,694,219, respectively, representing a decrease in net loss of $21,418,966 or approximately 29%. The decrease in net loss was primarily due to decreases in intangible asset impairment of $42,611,000, general and administrative expenses of $5,680,018, research development expenses of $1,817,121 and change in fair value of contingent consideration of $18,931,298, partially offset by the increase in goodwill impairment of $47,614,729.

Previous 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.

Current wording

As of March 31, 2025, the Company had $923,002 in cash and working capital deficit of $25,173,586 as compared to $220,467 in cash and working capital deficit of $28,312,274 as of June 30, 2024, an increase of 319% and decrease of 22%, respectively.

Previous 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.

Current wording

Total assets at March 31, 2025, were $117,726,120 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 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.

Current wording

Total liabilities at March 31, 2025, were $29,339,269 compared to $31,152,306 as of June 30, 2024. The decrease in total liabilities was primarily related to the decrease of $10,990,000 in contingent consideration liability, partially offset by an increases of $3,534,901 in notes payable – related parties, net, $2,277,375 in accounts payable and $3,000,000 in Stock subscription payable.

Previous 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.

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 driven 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 during the prior period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,073,625.

Current wording

Cash used in investing activities during the period related to the investment in equity securities of $1,464,389. Cash used in investing activities in the prior period primarily related to the issuance of notes receivable prior to the acquisition of Renovaro Cube totaling $1,206,806.

Previous 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.

Current wording

Cash provided by financing activities during the period primarily related to net proceeds of $3,527,822 from issuance of notes payable and $5,376,181 from private placements that were partially offset by $699,588 in repayment of a finance agreement.