Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 29, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 001-38758 | ||
Entity Registrant Name | RENOVARO BIOSCIENCES INC. | ||
Entity Central Index Key | 0001527728 | ||
Entity Tax Identification Number | 45-2559340 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2080 Century Park East | ||
Entity Address, Address Line Two | Suite 906 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90067 | ||
City Area Code | (305) | ||
Local Phone Number | 918-1980 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | RENB | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 45,415,777 | ||
Entity Common Stock, Shares Outstanding | 65,698,144 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 3627 | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
CURRENT ASSETS: | ||
Cash | $ 1,874,480 | $ 9,172,142 |
Prepaids and other assets | 690,925 | 392,996 |
Total Current Assets | 2,565,405 | 9,565,138 |
Property and equipment, net | 508,989 | 586,536 |
OTHER ASSETS | ||
Definite life intangible assets, net | 39,676 | 44,268 |
Indefinite life intangible assets, net | 42,611,000 | 61,571,000 |
Goodwill | 11,640,000 | 11,640,000 |
Deposits and other assets | 21,741 | 68,635 |
Operating lease rights-of-use assets | 913,985 | 1,157,086 |
Total Other Assets | 55,226,402 | 74,480,989 |
TOTAL ASSETS | 58,300,796 | 84,632,663 |
CURRENT LIABILITIES: | ||
Accounts payable – trade | 5,296,823 | 1,401,867 |
Accrued expenses | 723,173 | 1,031,462 |
Other current liabilities | 184,733 | 220,685 |
Contingent consideration liability | 2,343,318 | |
Convertible notes payable | 1,200,000 | |
Current portion of operating lease liabilities | 193,422 | 253,636 |
Notes payable, net | 4,624,947 | |
Total Current Liabilities | 11,023,098 | 6,450,968 |
NON-CURRENT LIABILITIES: | ||
Notes payable, net | 4,577,148 | |
Operating lease liabilities, net of current portion | 775,587 | 985,699 |
Total Non-Current Liabilities | 775,587 | 5,562,847 |
Total Liabilities | 11,798,685 | 12,013,815 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized, 63,698,144 shares issued and outstanding at June 30, 2023; 53,007,082 shares issued and outstanding at June 30, 2022 | 6,371 | 5,302 |
Additional paid-in capital | 290,554,875 | 276,989,179 |
Accumulated deficit | (244,029,253) | (204,345,197) |
Accumulated other comprehensive income (loss) | (29,882) | (30,436) |
Total Stockholders’ Equity | 46,502,111 | 72,618,848 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 58,300,796 | $ 84,632,663 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 63,698,144 | 53,007,082 |
Common stock, shares outstanding | 63,698,144 | 53,007,082 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Expenses | ||
General and administrative | $ 15,318,198 | $ 14,329,801 |
Research and development | 4,165,197 | 8,372,800 |
Indefinite life intangible assets impairment charge | 18,960,000 | 93,253,000 |
Depreciation and amortization | 113,496 | 123,590 |
Total Operating Expenses | 38,556,891 | 116,079,191 |
LOSS FROM OPERATIONS | (38,556,891) | (116,079,191) |
Other Income (Expenses) | ||
Loss on extinguishment of contingent consideration liability | (419,182) | |
Change in fair value of contingent consideration | 2,896,627 | |
Interest expense | (580,344) | (372,844) |
Gain (loss) on foreign currency transactions | (1,019) | 9 |
Interest income and other income (expense) | (126,620) | 122,041 |
Total Other Income (Expenses) | (1,127,165) | 2,645,833 |
Loss Before Income Taxes | (39,684,056) | (113,433,358) |
Income Tax (Expense) Benefit | (34) | |
NET LOSS | $ (39,684,056) | $ (113,433,392) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Earnings Per Share, Diluted | $ (0.71) | $ (2.16) |
Earnings Per Share, Basic | $ (0.71) | $ (2.16) |
Weighted Average Number of Shares Outstanding, Diluted | 56,265,362 | 52,528,024 |
Weighted Average Number of Shares Outstanding, Basic | 56,265,362 | 52,528,024 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Net Loss | $ (39,684,056) | $ (113,433,392) |
Other Comprehensive Income (Loss) | ||
Foreign currency translation, net of taxes | 554 | (19,602) |
Comprehensive Loss | $ (39,683,502) | $ (113,452,994) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Jun. 30, 2021 | $ 5,222 | $ 265,580,356 | $ (90,911,805) | $ (10,834) | $ 174,662,939 |
Beginning Balance, Shares at Jun. 30, 2021 | 52,219,661 | ||||
Stock issued pursuant to warrants exercised | $ 10 | 129,990 | 130,000 | ||
Stock issued pursuant to warrants exercised, Shares | 100,000 | ||||
Contingent shares issued pursuant to acquisition agreement | $ 10 | 797,990 | 798,000 | ||
Contingent shares issued pursuant to acquisition agreement, Shares | 100,000 | ||||
Shares issued for interest on $5 million notes payable extension | $ 5 | 299,173 | 299,178 | ||
Shares issued for interest on $5 million notes payable extension, Shares | 47,115 | ||||
Shares issued pursuant to LPC purchase agreement | $ 50 | 4,676,349 | 4,676,399 | ||
Shares issued pursuant to LPC purchase agreement, Shares | 497,340 | ||||
Shares issued for fully vested RSUs | $ 1 | 9,810 | 9,811 | ||
Shares issued for fully vested RSUs, Shares | 6,266 | ||||
Shares issued pursuant to options exercised | 4,913 | 4,913 | |||
Shares issued pursuant to options exercised, Shares | 1,700 | ||||
Restricted shares converted to shares for services rendered | $ 4 | 252,346 | 252,350 | ||
Restricted shares converted to shares for services rendered, Shares | 35,000 | ||||
Stock-based compensation | 5,238,252 | 5,238,252 | |||
Net loss | (113,433,392) | (113,433,392) | |||
Foreign currency translation gain | (19,602) | (19,602) | |||
Ending balance, value at Jun. 30, 2022 | $ 5,302 | 276,989,179 | (204,345,197) | (30,436) | 72,618,848 |
Ending Balance, Shares at Jun. 30, 2022 | 53,007,082 | ||||
Stock issued pursuant to warrants exercised | $ 125 | 1,624,875 | 1,625,000 | ||
Stock issued pursuant to warrants exercised, Shares | 1,250,000 | ||||
Earn-out shares issued | $ 125 | 2,762,375 | 2,762,500 | ||
Earn-out shares issued, Shares | 1,250,000 | ||||
Shares issued for interest on $1.2 million notes payable extension | $ 20 | 204,372 | 204,392 | ||
Shares issued for interest on $1.2 million notes payable extension, Shares | 198,439 | ||||
Issuance of common stock and warrants under private placement offering | $ 483 | 4,011,339 | 4,011,822 | ||
Issuance of common stock and warrants under private placement offering, Shares | 4,832,452 | ||||
Restricted shares issued for services rendered | $ 20 | 227,980 | 228,000 | ||
Restricted shares issued for services rendered, Shares | 200,000 | ||||
Conversion of convertible promissory notes | $ 226 | 1,199,774 | 1,200,000 | ||
Conversion of convertible promissory notes, Shares | 2,264,150 | ||||
Issuance of restricted commitment shares | $ 70 | (70) | |||
Issuance of restricted commitment shares, Shares | 696,021 | ||||
Stock-based compensation | 3,535,051 | 3,535,051 | |||
Net loss | (39,684,056) | (39,684,056) | |||
Foreign currency translation gain | 554 | 554 | |||
Ending balance, value at Jun. 30, 2023 | $ 6,371 | $ 290,554,875 | $ (244,029,253) | $ (29,882) | $ 46,502,111 |
Ending Balance, Shares at Jun. 30, 2023 | 63,698,144 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (39,684,056) | $ (113,433,392) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and amortization | 113,496 | 123,590 |
Change in fair value of contingent consideration | (2,896,627) | |
Loss on extinguishment of contingent consideration liability | 419,182 | |
Non-cash stock-based compensation expense | 3,535,051 | 5,490,602 |
Non-cash restricted shares issued for services rendered | 228,000 | |
Indefinite life intangible assets impairment charge | 18,960,000 | 93,253,000 |
Amortization of discount on note payable | 348,621 | 297,212 |
Loss on disposal of fixed assets | 18,168 | |
Changes in assets and liabilities: | ||
Other receivables | 46 | 1,594 |
Prepaid expenses/deposits | 1,070,249 | 461,310 |
Accounts payable | 3,894,955 | 1,081,308 |
Other current liabilities | (54,060) | 24,056 |
Operating leases, net | (27,224) | (13,516) |
Accrued expenses | (578,809) | (139,641) |
NET CASH USED IN OPERATING ACTIVITIES | (11,774,549) | (15,732,336) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (29,774) | (5,156) |
NET CASH USED IN INVESTING ACTIVITIES | (29,774) | (5,156) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of finance agreement | (1,121,767) | (560,848) |
Proceeds from exercise of warrants | 1,625,000 | 130,000 |
Proceeds from exercise of options | 4,913 | |
Proceeds from 2023 private placements | 4,011,823 | |
Proceeds from LPC equity agreement | 4,676,399 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,515,056 | 4,250,464 |
Effect of exchange rates on cash | (8,395) | (5,240) |
NET INCREASE (DECREASE) IN CASH | (7,297,662) | (11,492,268) |
CASH, BEGINNING OF PERIOD | 9,172,142 | 20,664,410 |
CASH, END OF PERIOD | 1,874,480 | 9,172,142 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 352,334 | 79,716 |
Income Taxes | 34 | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Contingent Shares issued pursuant to Acquisition Agreement | 2,762,500 | 798,000 |
Shares issued for interest on notes payable | 204,392 | 299,178 |
Finance agreement entered into in exchange for prepaid assets | 1,139,875 | 666,875 |
Issuance of stock in lieu of repayment of $1.2 million note payable | 1,200,000 | |
Establishment of debt discount for interest payable of $5M note | $ 300,822 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Going Concern - 244,029,253 as of June 30, 2023. The continuation of the Company as a going concern is dependent upon (i) its ability to successfully obtain FDA approval of its product candidates, (ii) its ability to obtain any necessary debt and/or equity financing, and (iii) its ability to generate profits from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Basis of Presentation - Principles of Consolidation Subsidiaries - Renovaro Biosciences Denmark ApS (“Renovaro Denmark”), formerly Enochian Biosciences Denmark ApS a Danish corporation was incorporated on April 1, 2001. On February 12, 2014, in accordance with the terms and conditions of a Share Exchange Agreement, the Company acquired Renovaro Denmark and it became a 100% owned subsidiary of Renovaro subject to 185,053 shares of Common Stock of Renovaro held in escrow according to Danish law (the “Escrow Shares”). As of June 30, 2023, there are 17,414 Use of Accounting Estimates Functional Currency and Foreign Currency Translation Cash and Cash Equivalents 1,874,480 9,172,142 1,526,990 8,805,495 Property and Equipment Intangible Assets Definite life intangible assets relate to patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other Intangible Assets Indefinite life intangible assets include license agreements and goodwill acquired in a business combination. The Company accounts for indefinite life intangible assets in accordance with ASC 350. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment on June 30 or whenever events or changes in circumstances indicate the fair value of the license is less than the carrying amount. Goodwill Impairment of Goodwill and Indefinite Lived Intangible Assets For indefinite-lived intangible assets, such as licenses acquired as an In-Process Research and Development (“IPR&D”) asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. For the year ended June 30, 2023, the carrying value of the licenses acquired as an IPR&D asset exceeded its fair value. Therefore, the Company recorded an impairment loss of $ 18,960,000 The carrying value of IPR&D and goodwill at June 30, 2023, were $ 42,611,000 11,640,000 Impairment of Long-Lived Assets Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use are their respective fair values. No impairment was recorded during the year ended June 30, 2023. Leases Effective June 25, 2022, the Company entered into a sub-lease agreement (see Note 5.) Pursuant to ASC 842, the Company treats the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continued to account for the Century City Medical Plaza lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounted for the sublease as a lessor of the lease. The sublease was classified as an operating lease, as it did not meet the criteria of a sales-type or direct financing lease. On April 18, 2023, the Company entered into a sublease termination agreement with One Health Labs (the “Subtenant”), whereby the Subtenant and the Company agreed to terminate the sublease effective as of April 30, 2023. The Subtenant agreed to pay the Company $ 139,460 35,540 175,000 Rent expense for operating leases is recognized on a straight-line basis, unless the operating lease right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in general and administrative expenses in the consolidated statements of operations. For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the consolidated statements of operations. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, insurance and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred (see Note 5.) Research and Development Expenses 4,165,197 8,372,800 Income Taxes Loss Per Share 63,698,144 53,007,082 7,949,513 6,807,820 Fair Value of Financial Instruments ● Level 1. Observable inputs, such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions. There were no Level 1, 2, or 3 assets, nor any Level 1, 2, or 3 liabilities measured at fair value on a recurring basis as of June 30, 2023. As a result of the contingent consideration liability being extinguished during the fiscal year, a fair value option model evaluation was not performed as of June 30, 2023. Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and notes payable, approximate their recorded values due to their short-term nature. The following table sets forth the liabilities at June 30, 2023 and 2022, which are recorded on the balance sheet at fair value on a recurring basis by level of input within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Summary of significant to the fair value measurement Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability at June 30, 2023 $ — $ — $ — The roll forward of the contingent consideration liability is as follows: Balance June 30, 2022 — — 2,343,318 Contingent Shares issued pursuant to the Acquisition Agreement (2,762,500 ) Loss on extinguishment of contingent Consideration — — 419,182 Balance June 30, 2023 $ — $ — $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability at June 30, 2022 $ — $ — $ 2,343,318 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2021 — — 6,037,945 Contingent Shares issued pursuant to the Acquisition Agreement (798,000 ) Fair value adjustment — — (2,896,627 ) Balance June 30, 2022 $ — $ — $ 2,343,318 Stock-Based Compensation FASB ASC Topic 718, Compensation – Stock Compensation 3,535,051 5,490,602 . The Company recognizes compensation costs for stock option awards to employees, officers and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair value of the stock options granted using the Black-Scholes option-pricing model are the expected term of the award, the underlying stock price volatility, the risk-free interest rate, and the expected dividend yield. The Company accounts for forfeitures as they occur. The Company records stock-based compensation for services received from non-employees in accordance with ASC 718, Compensation—Stock Compensation Non-Employees The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two. New Accounting Pronouncements Not Yet Adopted |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN 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 $ 39,684,056 113,433,392 1,874,480 244,029,253 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2023 and 2022: Schedule of property and equipment Useful Life June 30, 2023 June 30, 2022 Lab equipment and instruments 4 - 7 $ 576,298 $ 546,524 Leasehold improvements 10 224,629 224,629 Furniture, fixtures, and equipment 4 - 7 172,861 172,861 Total 973,788 944,014 Less accumulated depreciation (464,799 ) (357,478 ) Net Property and Equipment $ 508,989 $ 586,536 Depreciation expense amounted to $ 107,321 108,595 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 4 — INTANGIBLE ASSETS AND GOODWILL At June 30, 2023 and 2022, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes of $ 39,676 44,268 6,175 14,995 At June 30, 2023 and 2022, indefinite life intangible assets consisted of a license agreement classified as In-Process Research and Development (“IPR&D”) intangible assets, which are not amortizable until the intangible assets provide economic benefit, and goodwill. At June 30, 2023 and 2022, definite-life and indefinite-life intangible assets consisted of the following: Schedule of intangible assets Useful Life June 30, 2022 Period Change Effect of Currency Translation June 30, 2023 Definite Life Intangible Assets Patents 20 Years $ 279,257 $ — 11,679 $ 290,936 Less Accumulated Amortization (234,989 ) (6,175 ) (10,096 ) (251,260 ) Net Definite-Life Intangible Assets $ 44,268 $ (6,175 ) $ 1,583 $ 39,676 Indefinite Life Intangible Assets License Agreement $ 61,571,000 $ (18,960,000 ) $ — $ 42,611,000 Goodwill 11,640,000 — — 11,640,000 Total Indefinite Life Intangible Assets $ 73,211,000 $ (18,960,000 ) $ — $ 54,251,000 Expected future amortization expense is as follows: Schedule of expected future amortization expense Years ended June 30, 2024 $ 9,919 2025 9,919 2026 9,919 2027 9,919 Total $ 39,676 During February 2018, the Company acquired a License Agreement (as licensee) to the HIV therapy being developed as RENB-HV-01 which consists of a perpetual, fully paid-up, royalty-free, sub-licensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. Because the HIV License Agreement is considered an IPR&D intangible asset, it is classified as an indefinite life asset that is tested annually for impairment. Impairment – Following the fourth quarter of each year, management performs its annual test of impairment of intangible assets by performing a quantitative assessment and determines if it is more likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset. As of June 30, 2023 and 2022, the results of the quantitative assessment indicated that the carrying value of the licenses acquired as an IPR&D asset exceeded its fair value, due to the changes in the projected economic benefits to be realized from these assets. Therefore, an impairment adjustment of $ 18,960,000 93,253,000 |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2023 | |
Leases | |
LEASES | NOTE 5 — LEASES Operating Leases On November 13, 2017, Renovaro entered into a lease agreement for a term of five years and two months from November 1, 2017 with Plaza Medical Office Building, LLC, pursuant to which Renovaro agreed to lease approximately 2,325 rentable square feet (the “Plaza Lease”). The base rent for the Plaza Lease increased by 3% each year, and ranged from approximately $8,719 per month, for the first year to $10,107 per month for the two months of the sixth year. The lease was terminated early without penalties or additional costs as of September 30, 2022, that released an accrual of $70,800 related to leasehold improvements that was not utilized. On June 19, 2018, Renovaro entered into a lease agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, the Registrant entered into an Addendum to the original lease agreement with an effective date of December 1, 2019, where it expanded the leased area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month as of the date of the amendment to $23,186 per month for the tenth year. The equalized monthly lease payment for the term of the lease is $20,050. Sublease Agreement The Company identified and assessed the following significant assumptions in recognizing the right-of-use assets and corresponding liabilities: Expected lease term 4.17 Incremental borrowing rate 4.03 Lease and non-lease components Below are the lease commitments for the next 5 years: Schedule of lease commitments Years Ending June 30 Lease Expense 2024 $ 246,004 2025 253,384 2026 260,985 2027 268,815 2028 45,020 Less imputed interest (105,199 ) Total $ 969,009 Sublease Agreement On June 20, 2022, the Company entered into a sublease agreement with One Health Labs (the “Subtenant”), whereby the Subtenant agreed to lease 3,554 square feet of space currently rented by the Company in Century City Medical Plaza as of June 25, 2022 for a period of 3.5 years with an option to renew for the remaining term of the lease that ends as of June 19, 2028. The base rent was $17,770 per month plus $750 towards utility fees that are part of the original lease agreement would have increased by 3% each year over the term of the sublease. The Company received a total of $57,022 on July 1, 2022 after execution of the sublease to cover the first month rent, utility fee and deposit. The first sublease payment began on August 1, 2022. In accordance with ASC Topic 842, the Company treats the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continues to account for the Century City Medical Plaza lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounts for the sublease as a lessor of the lease. The sublease is classified as an operating lease, as it does not meet the criteria of a sales-type or direct financing lease. On April 18, 2023, the Company entered into a sublease termination agreement with the Subtenant, whereby the Subtenant and the Company agreed to terminate the sublease effective as of April 30, 2023. The Subtenant agreed to pay the Company $ 139,460 35,540 175,000 The Company recognized operating income from the sublease on a straight-line basis in its statements of operations over the lease term. During the year ended June 30, 2023, the Company paid $ 439,519 During the year ended June 30, 2023 and 2022, the net operating lease expenses were as follows: Schedule of net operating lease expenses Years ended June 30, 2023 2022 Operating Lease Expense $ 322,447 $ 356,073 Sub-lease Income (352,700 ) (2,962 ) Total Net Lease Expense $ (30,253) $ 353,111 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 — NOTES PAYABLE Convertible Notes Payable- 600,000 0.0001 February 6, 2023 6 The conversion price was equal to $ 12.00 Effective December 30, 2022 (the “Effective Date”), the Company amended and restated the Convertible Notes (the “Amended and Restated Secured Notes”). Pursuant to the Amended and Restated Secured Notes, the due date was extended to February 28, 2024 12 198,439 29,419 169,020 1.03 1,200,000 204,392 174,090 30,302 the holder of the Amended and Restated Secured Notes notified the Company that they wished to elect to exercise their conversion right triggered by a private placement. Therefore, all outstanding $ 1,200,000 2,264,150 1,132,075 As of June 30, 2023 and 2022, the Company recorded accrued interest in the amount of zero 0 24,181 210,543 72,875 0 Note Payable- 5,000,000 November 30, 2021 6 188,485 501,370 493,192 493,192 On February 11, 2021, the Company entered into an amendment to the Promissory Note that extended the Maturity Date to November 30, 2022 6 74,054 298,178 On May 17, 2022, the Company entered into a second amendment to the Promissory Note that extended the Maturity Date to November 30, 2023 6 12 47,115 299,178 Effective December 30, 2022, the Company entered into a third amendment to the Promissory Note. Pursuant to the third amendment, the Company’s obligations under the Promissory Note were secured by a Security Agreement. To secure the Company’s obligations under each of the Amended and Restated Secured Notes and the Promissory Note, the Company entered into a Security Agreement with the Holder, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) for the benefit of the Holder. Upon an Event of Default (as defined in the Amended and Restated Secured Notes and Promissory Note, respectively) the Holder may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease, or dispose of the Collateral. On June 12, 2023, the Holder notified the Company that it wanted to apply the Interest Payment due to it towards the Company’s next private placement. On June 26, 2023, the Holder participated in a private placement. As part of the private placement, the Company issued (i) 567,588 0.0001 283,794 0.53 300,822 For the year ended June 30, 2023 and 2022, discount amortization of $ 348,621 297,212 4,624,947 Finance Agreement which resulted in a prepaid expense with a principal amount of $ 1,139,875 6.69 96,220 300,000 For the years ended June 30, 2023 and 2022 the Company made repayments of $ 1,121,767 560,848 184,733 21,180 Total interest expense recorded for the years ended June 30, 2023 and 2022, was $ 580,344 372,844 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 — INCOME TAXES The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes; which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined. As of June 30, 2023 and 2022, the Company had net operating loss carryforwards of approximately $ 476,965,239 and $ 244,899,881 , respectively, giving rise to deferred tax assets of $ 140,547,314 and $ 71,299,011 respectively. The net operating loss carryforwards generated prior to January 1, 2018 expire over various dates from 2031 to 2037. All subsequent net operating loss carryforwards are indefinite. The Company files Danish and U.S. income tax returns and these returns are generally no longer subject to tax examinations for years prior to 2019 for the Danish tax returns and 2020 for the U.S. tax returns. The temporary differences, tax credits and carry forwards gave rise to the following deferred tax assets (liabilities) at June 30, 2023 and 2022: Schedule of deferred tax assets (liabilities) June 30 2023 2022 Excess of tax over book depreciation of fixed assets $ 8,258 $ 6,406 Excess of tax over book depreciation of patents 8,415 5,716 Stock/options compensation 3,885,996 2,831,137 Depreciation and amortization 152,059 118,020 Net operating loss carryforwards 140,547,314 71,299,011 Change in tax rate — — Valuation allowance (144,602,042 ) (74,260,290 ) Total Deferred Tax Assets (Liabilities) $ — $ — In accordance with prevailing accounting guidance, the Company is required to recognize and disclose any income tax uncertainties. The guidance provides a two-step approach to recognizing and measuring tax benefits and liabilities when realization of the tax position is uncertain. The first step is to determine whether the tax position meets the more- likely-than-not condition for recognition, and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50%. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which can be difficult to determine and can only be estimated. Management estimates that it is more likely than not that the Company will not generate adequate net profits to use the deferred tax assets; and consequently, a valuation allowance was recorded for all deferred tax assets. A reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate is as follows for the years ended June 30, 2023 and 2022: Schedule of reconciliation of income tax expense Years ended June 30, 2023 2022 Computed tax at expected statutory rate $ (70,341,751 ) $ (59,450,176 ) Non-US income taxed at different rates — — Non-deductible expenses / other items — 34 Valuation allowance 70,341,751 59,450,176 Income Tax Expense (Benefit) $ — $ 34 The components of income tax expense (benefit) from continuing operations for the years ended June 30, 2023 and 2022 consisted of the following: Schedule of components of income tax expense (benefit) Years ended June 30, 2023 2022 Current Income Tax Expense Danish income tax (benefit) $ — $ — Total Current Tax Expense (Benefit) $ — $ — Deferred Income Tax Expense (Benefit) Excess of tax over book depreciation of fixed assets $ 8,258 $ 6,406 Excess of tax over book depreciation of patents 8,415 5,716 Stock/options compensation 3,885,996 2,831,137 Depreciation and amortization 152,059 118,020 Net operating loss carryforwards 140,547,314 71,299,011 Change in tax rate — — Change in the valuation allowance (144,602,042 ) (74,260,290 ) Total Deferred Tax Expense $ — $ — Deferred income tax expense (benefit) results primarily from the reversal of temporary timing differences between tax and financial statement income. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 10,000,000 0.0001 0 Common Stock 100,000,000 0.0001 63,698,144 53,007,082 Voting — Dividends — Liquidation Rights — Purchase Agreement with Lincoln Park Capital On July 8, 2020, the Company entered into a purchase agreement (the “2020 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 20,000,000 August 1, 2023 In consideration for entering into the 2020 Purchase Agreement, the Company issued 139,567 As of October 17, 2022, the Company no longer had access to the 2020 Purchase Agreement as the Company is no longer able to use the registration statement on Form S-3 that registered the shares issuable to Lincoln Park under the Purchase Agreement. On June 20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park, pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 20,000,000 In consideration for entering into the 2023 Purchase Agreement, the Company issued 696,021 During the years ended June 30, 2023 and June 30, 2022 we issued zero 0 497,340 0 4,676,399 March 2023 Private Placement In March 2023, the Company issued 2,378,070 1,189,036 2,711,000 1.14 1.14 June 2023 Private Placement Pursuant to a private placement offering, on June 26, 2023, the Company issued 4,718,532 2,359,266 shares of Common Stock resulting in proceeds of $ 1,300,823 0.53 per share. The combined purchase price for one share of Common Stock and one warrant was $ 0.53 per share. The private placement was made directly by the Company to persons who are not U.S. persons in reliance upon Regulation S of the Securities Act of 1933. No underwriter or placement agent was engaged by the Company for this private placement. Common Stock Issuances On June 26, 2023, all outstanding $ 1,200,000 2,264,150 1,132,075 One June 26, 2023, the Company issued 4,718,532 shares of Common Stock and warrants to purchase 2,359,266 shares of common stock resulting in proceeds of $ 1,300,823 1,200,000 5 0.53 0.53 On June 20, 2023, the Company issued 696,021 On April 27, 2023, there were 100,000 120,000 During March 2023, the Company issued 2,378,070 1,189,036 2,711,000 5 1.14 1.14 On February 10, 2023, there were 100,000 108,000 On December 30, 2022, the Company issued 198,439 204,392 On July 14, 2022, certain of our warrant holders exercised warrants to purchase 1,250,000 1,625,000 2.21 2,762,500 2.21 On June 17, 2022, the Company issued 47,115 299,178 During the period ending June 30, 2022, the Company issued 497,340 9.25 4,676,399 On April 4, 2022, the Company issued 1,700 2.89 4,913 On January 11, 2022, the Company issued 6,266 40,561 On December 28, 2021, there were 35,000 252,350 On December 24, 2021, the Company issued 100,000 1.30 130,000 7.98 798,000 2017 Warrants On July 14, 2022, certain of our warrant holders exercised warrants to purchase 1,250,000 1,625,000 This non-cash earn-out distribution impacted stockholders’ equity in the amount of $ 2,762,500 2.21 419,182 Acquisition of Renovaro Biopharma / Contingently issuable shares On February 16, 2018, the acquisition of Renovaro Biopharma was completed. As part of the acquisition, the stockholders of Renovaro Biopharma received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive Contingent Shares of Common Stock pro rata upon the exercise or conversion of warrants, which were outstanding at closing. As of June 30, 2023, no Acquisition of Renovaro Denmark At June 30, 2023 and 2022, the Company maintained a reserve of 17,414 167,639 no Stock-based Compensation The Company recognizes compensation costs for stock option awards to employees based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. In the year ended June 30, 2023, the weighted-average assumptions used to estimate the grant date fair values of the stock options granted using the Black-Scholes option-pricing model are as follows: Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted Renovaro Biosciences Inc. Expected term (in years) 5.3 6.5 Volatility 84.66 92.36 % Risk free interest rate 2.70 4.24 % Dividend yield 0 % The Company recognized stock-based compensation expense related to all equity instruments of $ 3,535,051 5,490,602 1,462,866 Plan Options On February 6, 2014, the Board adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company reserved 1,206,000 On October 30, 2019, the Board approved and on October 31, 2019, the Company’s stockholders adopted Renovaro’s 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan authorized options to be awarded to not exceed the sum of (1) 6,000,000 new shares, and (2) the number of shares available for the grant of awards as of the effective date under the 2014 Plan plus any options related to awards that expire, are terminated, surrendered, or forfeited for any reason without issuance of shares under the 2014 Plan after the effective date of the 2019 Plan. Pursuant to the 2019 Plan, the Company granted options to purchase 193,000 3,219,200 During the year ended June 30, 2023 and 2022, the Company granted options to purchase 184,800 issued, 18,960 0 0 0 During the year ended June 30, 2023 and 2022, the Company granted options to purchase 73,200 issued, 12,640 65,000 shares of Common stock, respectively, to employees with a one-year vesting period. During the years ended June 30, 2023 and 2022, the Company granted options to purchase 355,359 103,668 During the years ended June 30, 2023, and 2022, the Company granted options to purchase zero 0 60,000 During the years ended June 30, 2023, and 2022, the Company granted options to purchase 75,000 29,642 During the years ended June 30, 2023 and 2022, the Company granted options to purchase zero 0 21,979 All of the above options are exercisable at the market price of the Company’s Common Stock on the date of the grant. To date the Company has granted options under the Plan (“Plan Options”) to purchase 5,710,001 A summary of the Plan Options outstanding at June 30, 2023 is presented below: Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.94 4.50 1,094,715 8.74 $ 2.14 405,296 7.57 $ 2.92 $ 4.51 6.50 2,503,102 7.62 $ 4.89 1,168,102 7.11 $ 5.26 $ 6.51 12.00 803,393 7.20 $ 8.02 694,016 7.00 $ 7.98 Total 4,401,211 7.82 $ 4.78 2,267,415 7.16 $ 5.68 A summary of changes since July 1, 2022 are presented below: Schedule of stock option activity Weighted Average Weighted Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at July 1, 2022 4,307,820 $ 5.37 8.55 $ — Granted 881,359 1.83 Exercised — — Forfeited (787,968 ) 4.68 Expired/Canceled — Outstanding at June 30, 2023 4,401,211 $ 4.78 7.82 $ — Exercisable at June 30, 2023 2,267,415 $ 5.68 7.16 $ — At June 30, 2023, the Company has 2,267,415 Common Stock Purchase Warrants A summary of the warrants outstanding at June 30, 2023, and changes in the warrants in the year ended June 30, 2023 are presented below: Schedule of common stock purchase warrants outstanding Weighted Average Weighted Average Underlying Shares Exercise Price Remaining Life Outstanding at July 1, 2022 1,250,000 $ 1.30 0.03 Granted 3,548,302 0.73 4.80 Exercised (1,250,000 ) 1.30 — Cancelled/Expired — — — Outstanding and exercisable at June 30, 2023 3,548,302 $ 0.73 4.80 Schedule of common stock purchase warrants Outstanding Equivalent Shares Exercisable Exercise Prices Underlying Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.53 1.14 3,548,302 4.80 $ 0.73 3,548,302 $ 0.73 Restricted Stock Units (RSUs) The Company recognized stock-based compensation expense related to RSUs of zero 0 258,559 Restricted Stock Awards (RSA) The Company recognized stock-based compensation expense related to RSAs of $ 108,000 0 a grant of 100,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 — COMMITMENTS AND CONTINGENCIES Commitments On July 9, 2018, the Company entered into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company with the development of the gene therapy and cell therapy modalities for the prevention, treatment, and amelioration of HIV in humans, and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases) (the “G-Tech Agreement”). G-Tech was entitled to consulting fees for 20 months, with a monthly consulting fee of not greater than $ 130,000 25,000 no 275,000 On January 31, 2020, the Company entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company, G-Tech, and G Health Research Foundation, a not for profit entity organized under the laws of California doing business as Seraph Research Institute (“SRI”) (collectively the “HBV Licensors”), whereby the Company acquired a perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections. The HBV License Agreement states that in consideration for the HBV License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Treatment over a 24 month period, and provides for an up-front payment of $ 1.2 2 1.2 The cash funding for research costs pursuant to the HBV License Agreement consisted of monthly payments amounting to $ 144,500 During the years ended June 30, 2023 and 2022, the Company paid a total of zero 0 1,011,500 0 1,500,000 On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “Development License Agreement”), by and among the Company, G-Tech and SRI (collectively, the “Development Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to research, develop, and commercialize certain formulations which are aimed at preventing and treating pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19 and pan-influenza (the “Prevention and Treatment”). The Development License Agreement was entered into pursuant to the existing Framework Agreement between the parties dated November 15, 2019. The Development License Agreement states that in consideration for the Development License, the Company shall provide cash funding for research costs and equipment and certain other in-kind funding related to the Prevention and Treatment over a 24-month period. Additionally, the Development License Agreement provided for an up-front payment of $ 10,000,000 760,000 The Development License Agreement provides for cooperation related to the development of intellectual property related to the Prevention and Treatment and for a 3% royalty to G Tech on any net sales that may occur under the Development License Agreement. During the years ended June 30, 2023 and 2022 the Company paid zero 0 150,000 On August 25, 2021, the Company entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”) with Serhat Gümrükcü and SRI (collectively, the “ALC Licensors”) whereby the ALC Licensors granted the Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to sublicense, proprietary technology subject to a U.S. patent application, to make, use, offer to sell, sell or import products for use solely for the prevention, treatment, amelioration of or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans; provided the ALC Licensors retained the right to conduct HIV research in the field. Pursuant to the ALC License Agreement, the Company granted a non-exclusive license back to the ALC Licensors, under any patents or other intellectual property owned or controlled by the Company, to the extent arising from the ALC License, to make, use, offer to sell, sell or import products for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities and (ii) any other diseases or conditions outside the HIV Field. The Company made an initial payment to SRI of $ 600,000 600,000 G-Tech and SRI are controlled by Anderson Wittekind, a shareholder of the Company. Shares held for non-consenting shareholders 17,414 Service Agreements – The Company had a consulting agreement for services of a Senior Medical Advisor for up to $210,000 per year on a part-time basis. Contingencies Securities Class Action Litigation Federal Derivative Litigation State Derivative Litigation On October 21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech, SG & AW Holdings, LLC, and SRI. The Complaint alleges that the defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer with respect to some, but not all, of the Company’s claims, as well as a motion to strike. On September 6, 2023, the court denied in part and granted in part the pending motions. On September 7, 2023, the court entered a case management order setting the final status conference, trial, and other intervening deadlines. We will continue to pursue our claims against these defendants. On On June 7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”) (collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware. Plaintiffs allege that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS (the “Investor Rights Agreement”). According to the Verified Complaint, the Investor Rights Agreement required the Company to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement. Plaintiffs allege that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements filed by the Company on July 13, 2020 and February 11, 2022. Plaintiffs seek compensatory damages, pre- and post-judgment interest, costs, and attorneys’ fees. Enochian denies Plaintiffs’ allegations and intends to vigorously defend against the claim. On August 24, 2023, counsel on behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”). The Demand seeks the Company’s books and records in connection with a various issues identified in the Demand. The Company takes its obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those obligations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 — RELATED PARTY TRANSACTIONS On June 26, 2023, RS Bio ApS, a Danish entity, participated in the Private Placement and purchased 1,886,794 of Common Stock and warrants to purchase 943,397 shares of Common Stock resulting in proceeds to the Company of $ 1,000,000 . Mr. Rene Sindlev, the Chairman of the Company’s Board of Directors, holds the sole voting and disposition power of the shares owned by RS Bio ApS. The Board of Directors (excluding Mr. Sindlev) approved the participation of certain officers and directors of the Company in the Private Placement on identical terms as the other investors of the Private Placement (see Note 8). On March 17, 2023, RS Bio ApS, a Danish entity, participated in the Private Placement and purchased 877,193 shares of Common Stock and warrants to purchase 438,597 shares of Common Stock resulting in proceeds to the Company of $ 1,000,000 . Mr. Rene Sindlev, the Chairman of the Company’s Board of Directors, holds the sole voting and disposition power of the shares owned by RS Bio ApS. The Board of Directors (excluding Mr. Sindlev) approved the participation of certain officers and directors of the Company in the Private Placement on identical terms as the other investors of the Private Placement (see Note 8). The Company paid G-Tech zero 0 and $ 4,031,500 , which included payments for consulting agreements related to HIV, and contractual costs related to the HBV License, the Development License and the ALC License (see Note 9), and security expenses, for the years ended June 30, 2023 and 2022, respectively. The Company leased office space from a landlord affiliated with G-Tech from May 15, 2022 to August 31, 2022, on a month-to-month basis for a total of $ 43,750 , of which $ 25,000 relates to the year ended June 30, 2023. The Company paid the amount in full in August 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS August 2023 Private Placement On August 1, 2023, the Company closed a private placement of 280,505 of the Company’s units. Each such Unit consists of (i) one share of the Company’s Series A Convertible Preferred Stock, $ 0.0001 par value per share and (ii) one Common Stock purchase warrant to purchase five shares of the Company’s Common Stock, $ 0.0001 par value per share at a price per Unit equal to $ 7.13 for aggregate proceeds to the Company of $ 2,000,000 in cash. In addition, the Company issued 280,505 Units in connection with the conversion of $ 2,000,000 of the Promissory Note, as further described below under the heading “Amendment and Conversion of Previously Issued Promissory Note”. In connection with the Private Placement, the Company sold an aggregate of 561,010 shares of Preferred Stock, which are initially convertible into an aggregate of 5,610,100 shares of Common Stock . In connection with the Private Placement, the Company sold Warrants to purchase an aggregate of 2,805,050 shares of Common Stock, which represents 50% warrant coverage. The Warrants are exercisable for five years from the date of issuance and have an exercise price of $ 0.65 per share, payable in cash. Amendment and Conversion of Previously Issued Promissory Note On July 31, 2023, the Company and the holder of the Previously Issued Promissory Note agreed to amend the Promissory Note (the Fourth Amendment), to provide the holder with limited conversion rights in connection with the Private Placement. Per the terms of the Fourth Amendment, the Holder could elect to convert $ 2,000,000 of the outstanding principal balance of the Promissory Note into the Units being offered in the Private Placement at the price per Unit being paid by the investors in the Private Placement. As mentioned above, on August 1, 2023, the holder of the Promissory Note notified the Company of their election to exercise the Conversion Right. Therefore, $ 2,000,000 of the outstanding principal balance of the note was converted into 280,505 Units, comprised of an aggregate of (i) 280,505 shares of Preferred Stock and (ii) Warrants to purchase an aggregate of 1,402,525 shares of Common Stock. A principal balance of $ 3,000,000 remained outstanding under the Promissory Note after the foregoing conversion. The Units issued in connection with the conversion were issued pursuant to Regulation S. Definitive Agreement with GEDi Cube On September 28, 2023, the Company entered into a Stock Purchase Agreement (the “ Purchase Agreement GEDi Cube Sellers Transaction At the effective time of the Transaction (the “ Effective Time GEDi Cube Share Renovaro Shares Closing Consideration Earnout Shares Each of the Company and GEDi Cube has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. The completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Purchase Agreement by holders of all of the outstanding GEDi Cube Shares, (ii) approval of the issuance of Renovaro Shares in connection with the Transaction by a majority of the votes cast at the shareholder meeting of our shareholders, (iii) absence of any court order or regulatory injunction prohibiting completion of the Transaction, (iv) subject to specified materiality standards, the accuracy of the representations and warranties of the other party, (v) the authorization for listing of Renovaro Shares to be issued in the Transaction on the Nasdaq, (vi) compliance by the other party in all material respects with its covenants, and (vii) the entry by the parties into a registration rights agreement, to become effective as of the Effective Time, pursuant to which Renovaro will provide registration rights to the Sellers with respect to (a) the Renovaro Shares issued to the Sellers as Closing Consideration at the Effective Time and (b) any Earnout Shares that they receive after the Closing. We and GEDi Cube have each made customary representations and warranties in the Purchase Agreement. The Purchase Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of our and GEDi Cube’s business between the date of the signing of the Purchase Agreement and the closing date of the Transaction and (ii) the efforts of the parties to cause the Transaction to be completed. The Purchase Agreement contains certain termination rights for both the Company and GEDi Cube. Stock Issuances On July 28, 2023, the Company entered into an agreement to issue 500,000 shares of Common Stock for consulting services valued at $ 285,000 . On August 22, 2023, the Company entered into agreements to issue an aggregate of 1,000,000 2,150,000 On September 28, 2023, the Company entered into an agreement to issue 500,000 shares of Common Stock for consulting services valued at $ 2,035,000 . |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Business | Business |
Going Concern | Going Concern - 244,029,253 as of June 30, 2023. The continuation of the Company as a going concern is dependent upon (i) its ability to successfully obtain FDA approval of its product candidates, (ii) its ability to obtain any necessary debt and/or equity financing, and (iii) its ability to generate profits from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation | Basis of Presentation - |
Principles of Consolidation | Principles of Consolidation |
Subsidiaries | Subsidiaries - Renovaro Biosciences Denmark ApS (“Renovaro Denmark”), formerly Enochian Biosciences Denmark ApS a Danish corporation was incorporated on April 1, 2001. On February 12, 2014, in accordance with the terms and conditions of a Share Exchange Agreement, the Company acquired Renovaro Denmark and it became a 100% owned subsidiary of Renovaro subject to 185,053 shares of Common Stock of Renovaro held in escrow according to Danish law (the “Escrow Shares”). As of June 30, 2023, there are 17,414 |
Use of Accounting Estimates | Use of Accounting Estimates |
Functional Currency and Foreign Currency Translation | Functional Currency and Foreign Currency Translation |
Cash and Cash Equivalents | Cash and Cash Equivalents 1,874,480 9,172,142 1,526,990 8,805,495 |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets Definite life intangible assets relate to patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other Intangible Assets Indefinite life intangible assets include license agreements and goodwill acquired in a business combination. The Company accounts for indefinite life intangible assets in accordance with ASC 350. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment on June 30 or whenever events or changes in circumstances indicate the fair value of the license is less than the carrying amount. |
Goodwill | Goodwill |
Impairment of Goodwill and Indefinite Lived Intangible Assets | Impairment of Goodwill and Indefinite Lived Intangible Assets For indefinite-lived intangible assets, such as licenses acquired as an In-Process Research and Development (“IPR&D”) asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. For the year ended June 30, 2023, the carrying value of the licenses acquired as an IPR&D asset exceeded its fair value. Therefore, the Company recorded an impairment loss of $ 18,960,000 The carrying value of IPR&D and goodwill at June 30, 2023, were $ 42,611,000 11,640,000 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use are their respective fair values. No impairment was recorded during the year ended June 30, 2023. |
Leases | Leases Effective June 25, 2022, the Company entered into a sub-lease agreement (see Note 5.) Pursuant to ASC 842, the Company treats the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continued to account for the Century City Medical Plaza lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounted for the sublease as a lessor of the lease. The sublease was classified as an operating lease, as it did not meet the criteria of a sales-type or direct financing lease. On April 18, 2023, the Company entered into a sublease termination agreement with One Health Labs (the “Subtenant”), whereby the Subtenant and the Company agreed to terminate the sublease effective as of April 30, 2023. The Subtenant agreed to pay the Company $ 139,460 35,540 175,000 Rent expense for operating leases is recognized on a straight-line basis, unless the operating lease right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in general and administrative expenses in the consolidated statements of operations. For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the consolidated statements of operations. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, insurance and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred (see Note 5.) |
Research and Development Expenses | Research and Development Expenses 4,165,197 8,372,800 |
Income Taxes | Income Taxes |
Loss Per Share | Loss Per Share 63,698,144 53,007,082 7,949,513 6,807,820 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Level 1. Observable inputs, such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions. There were no Level 1, 2, or 3 assets, nor any Level 1, 2, or 3 liabilities measured at fair value on a recurring basis as of June 30, 2023. As a result of the contingent consideration liability being extinguished during the fiscal year, a fair value option model evaluation was not performed as of June 30, 2023. Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and notes payable, approximate their recorded values due to their short-term nature. The following table sets forth the liabilities at June 30, 2023 and 2022, which are recorded on the balance sheet at fair value on a recurring basis by level of input within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Summary of significant to the fair value measurement Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability at June 30, 2023 $ — $ — $ — The roll forward of the contingent consideration liability is as follows: Balance June 30, 2022 — — 2,343,318 Contingent Shares issued pursuant to the Acquisition Agreement (2,762,500 ) Loss on extinguishment of contingent Consideration — — 419,182 Balance June 30, 2023 $ — $ — $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability at June 30, 2022 $ — $ — $ 2,343,318 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2021 — — 6,037,945 Contingent Shares issued pursuant to the Acquisition Agreement (798,000 ) Fair value adjustment — — (2,896,627 ) Balance June 30, 2022 $ — $ — $ 2,343,318 |
Stock-Based Compensation | Stock-Based Compensation FASB ASC Topic 718, Compensation – Stock Compensation 3,535,051 5,490,602 . The Company recognizes compensation costs for stock option awards to employees, officers and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair value of the stock options granted using the Black-Scholes option-pricing model are the expected term of the award, the underlying stock price volatility, the risk-free interest rate, and the expected dividend yield. The Company accounts for forfeitures as they occur. The Company records stock-based compensation for services received from non-employees in accordance with ASC 718, Compensation—Stock Compensation Non-Employees The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant to the fair value measurement | Summary of significant to the fair value measurement Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability at June 30, 2023 $ — $ — $ — The roll forward of the contingent consideration liability is as follows: Balance June 30, 2022 — — 2,343,318 Contingent Shares issued pursuant to the Acquisition Agreement (2,762,500 ) Loss on extinguishment of contingent Consideration — — 419,182 Balance June 30, 2023 $ — $ — $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) Contingent Consideration Liability at June 30, 2022 $ — $ — $ 2,343,318 The roll forward of the contingent consideration liability is as follows: Balance June 30, 2021 — — 6,037,945 Contingent Shares issued pursuant to the Acquisition Agreement (798,000 ) Fair value adjustment — — (2,896,627 ) Balance June 30, 2022 $ — $ — $ 2,343,318 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment Useful Life June 30, 2023 June 30, 2022 Lab equipment and instruments 4 - 7 $ 576,298 $ 546,524 Leasehold improvements 10 224,629 224,629 Furniture, fixtures, and equipment 4 - 7 172,861 172,861 Total 973,788 944,014 Less accumulated depreciation (464,799 ) (357,478 ) Net Property and Equipment $ 508,989 $ 586,536 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful Life June 30, 2022 Period Change Effect of Currency Translation June 30, 2023 Definite Life Intangible Assets Patents 20 Years $ 279,257 $ — 11,679 $ 290,936 Less Accumulated Amortization (234,989 ) (6,175 ) (10,096 ) (251,260 ) Net Definite-Life Intangible Assets $ 44,268 $ (6,175 ) $ 1,583 $ 39,676 Indefinite Life Intangible Assets License Agreement $ 61,571,000 $ (18,960,000 ) $ — $ 42,611,000 Goodwill 11,640,000 — — 11,640,000 Total Indefinite Life Intangible Assets $ 73,211,000 $ (18,960,000 ) $ — $ 54,251,000 |
Schedule of expected future amortization expense | Schedule of expected future amortization expense Years ended June 30, 2024 $ 9,919 2025 9,919 2026 9,919 2027 9,919 Total $ 39,676 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of lease commitments | Schedule of lease commitments Years Ending June 30 Lease Expense 2024 $ 246,004 2025 253,384 2026 260,985 2027 268,815 2028 45,020 Less imputed interest (105,199 ) Total $ 969,009 |
Schedule of net operating lease expenses | Schedule of net operating lease expenses Years ended June 30, 2023 2022 Operating Lease Expense $ 322,447 $ 356,073 Sub-lease Income (352,700 ) (2,962 ) Total Net Lease Expense $ (30,253) $ 353,111 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets (liabilities) | Schedule of deferred tax assets (liabilities) June 30 2023 2022 Excess of tax over book depreciation of fixed assets $ 8,258 $ 6,406 Excess of tax over book depreciation of patents 8,415 5,716 Stock/options compensation 3,885,996 2,831,137 Depreciation and amortization 152,059 118,020 Net operating loss carryforwards 140,547,314 71,299,011 Change in tax rate — — Valuation allowance (144,602,042 ) (74,260,290 ) Total Deferred Tax Assets (Liabilities) $ — $ — |
Schedule of reconciliation of income tax expense | Schedule of reconciliation of income tax expense Years ended June 30, 2023 2022 Computed tax at expected statutory rate $ (70,341,751 ) $ (59,450,176 ) Non-US income taxed at different rates — — Non-deductible expenses / other items — 34 Valuation allowance 70,341,751 59,450,176 Income Tax Expense (Benefit) $ — $ 34 |
Schedule of components of income tax expense (benefit) | Schedule of components of income tax expense (benefit) Years ended June 30, 2023 2022 Current Income Tax Expense Danish income tax (benefit) $ — $ — Total Current Tax Expense (Benefit) $ — $ — Deferred Income Tax Expense (Benefit) Excess of tax over book depreciation of fixed assets $ 8,258 $ 6,406 Excess of tax over book depreciation of patents 8,415 5,716 Stock/options compensation 3,885,996 2,831,137 Depreciation and amortization 152,059 118,020 Net operating loss carryforwards 140,547,314 71,299,011 Change in tax rate — — Change in the valuation allowance (144,602,042 ) (74,260,290 ) Total Deferred Tax Expense $ — $ — |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted | Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted Renovaro Biosciences Inc. Expected term (in years) 5.3 6.5 Volatility 84.66 92.36 % Risk free interest rate 2.70 4.24 % Dividend yield 0 % |
Schedule of stock options outstanding | Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.94 4.50 1,094,715 8.74 $ 2.14 405,296 7.57 $ 2.92 $ 4.51 6.50 2,503,102 7.62 $ 4.89 1,168,102 7.11 $ 5.26 $ 6.51 12.00 803,393 7.20 $ 8.02 694,016 7.00 $ 7.98 Total 4,401,211 7.82 $ 4.78 2,267,415 7.16 $ 5.68 |
Schedule of stock option activity | Schedule of stock option activity Weighted Average Weighted Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at July 1, 2022 4,307,820 $ 5.37 8.55 $ — Granted 881,359 1.83 Exercised — — Forfeited (787,968 ) 4.68 Expired/Canceled — Outstanding at June 30, 2023 4,401,211 $ 4.78 7.82 $ — Exercisable at June 30, 2023 2,267,415 $ 5.68 7.16 $ — |
Schedule of common stock purchase warrants outstanding | Schedule of common stock purchase warrants outstanding Weighted Average Weighted Average Underlying Shares Exercise Price Remaining Life Outstanding at July 1, 2022 1,250,000 $ 1.30 0.03 Granted 3,548,302 0.73 4.80 Exercised (1,250,000 ) 1.30 — Cancelled/Expired — — — Outstanding and exercisable at June 30, 2023 3,548,302 $ 0.73 4.80 |
Schedule of common stock purchase warrants | Schedule of common stock purchase warrants Outstanding Equivalent Shares Exercisable Exercise Prices Underlying Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.53 1.14 3,548,302 4.80 $ 0.73 3,548,302 $ 0.73 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Contingent Consideration Liability | ||
Balance at beginning | ||
Fair value adjustment | ||
Loss on extinguishment of contingent Consideration | ||
Balance at end | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Contingent Consideration Liability | ||
Balance at beginning | ||
Fair value adjustment | ||
Loss on extinguishment of contingent Consideration | ||
Balance at end | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Contingent Consideration Liability | 2,343,318 | |
Balance at beginning | 2,343,318 | 6,037,945 |
Contingent Shares issued pursuant to the Acquisition Agreement | (2,762,500) | (798,000) |
Fair value adjustment | (2,896,627) | |
Loss on extinguishment of contingent Consideration | 419,182 | |
Balance at end | $ 2,343,318 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ 244,029,253 | $ 204,345,197 |
Escrow Shares remaining | 17,414 | |
Cash | $ 1,874,480 | 9,172,142 |
Cash held in financial institutions | 1,526,990 | 8,805,495 |
Carrying value of IPR&D | 42,611,000 | 61,571,000 |
Goodwill | 11,640,000 | 11,640,000 |
Payment for lease | 139,460 | |
Security deposit | 35,540 | |
Termination fee | 175,000 | |
Research and development expense | $ 4,165,197 | $ 8,372,800 |
Common Stock, Shares, Outstanding | 63,698,144 | 53,007,082 |
Potential dilutive shares | 7,949,513 | 6,807,820 |
Stock based compensation costs | $ 3,535,051 | $ 5,490,602 |
In Process Research and Development [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment loss | $ 18,960,000 | $ 93,253,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ 39,684,056 | $ 113,433,392 |
Cash and Cash Equivalents, at Carrying Value | 1,874,480 | 9,172,142 |
Retained Earnings (Accumulated Deficit) | $ 244,029,253 | $ 204,345,197 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 973,788 | $ 944,014 |
Less Accumulated Depreciation | (464,799) | (357,478) |
Net Property and Equipment | 508,989 | 586,536 |
Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 576,298 | 546,524 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Property, plant and equipment, gross | $ 224,629 | 224,629 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 172,861 | $ 172,861 |
Minimum [Member] | Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Maximum [Member] | Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 107,321 | $ 108,595 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | $ (6,175) | |
Effect of Currency Translation | 1,583 | |
Definite-life intangible assets | 39,676 | $ 44,268 |
Indefinite Life Intangible Assets | 54,251,000 | 73,211,000 |
Indefinite life intangible assets period Change | $ (18,960,000) | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Definite-life intangible assets | $ 290,936 | 279,257 |
Period Change | ||
Effect of Currency Translation | 11,679 | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | (6,175) | |
Effect of Currency Translation | (10,096) | |
Accumulated Amortization | (251,260) | (234,989) |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | (18,960,000) | |
Indefinite Life Intangible Assets | 42,611,000 | 61,571,000 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | ||
Indefinite Life Intangible Assets | $ 11,640,000 | $ 11,640,000 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Details 1) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 9,919 | |
2025 | 9,919 | |
2026 | 9,919 | |
2027 | 9,919 | |
Total | $ 39,676 | $ 44,268 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Definite-life intangible assets | $ 39,676 | $ 44,268 |
Amortization expense | 6,175 | 14,995 |
In Process Research and Development [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment loss | $ 18,960,000 | $ 93,253,000 |
LEASES (Details)
LEASES (Details) | Jun. 30, 2023 USD ($) |
Leases | |
2024 | $ 246,004 |
2025 | 253,384 |
2026 | 260,985 |
2027 | 268,815 |
2028 | 45,020 |
Less imputed interest | (105,199) |
Total | $ 969,009 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||
Operating Lease Expense | $ 322,447 | $ 356,073 |
Sub-lease Income | (352,700) | (2,962) |
Total Net Lease Expense | $ (30,253) | $ 353,111 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 20, 2022 | Jun. 19, 2018 | Nov. 13, 2017 | Jun. 30, 2023 | |
Leases | ||||
Lease premises, description | On June 19, 2018, Renovaro entered into a lease agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, the Registrant entered into an Addendum to the original lease agreement with an effective date of December 1, 2019, where it expanded the leased area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month as of the date of the amendment to $23,186 per month for the tenth year. The equalized monthly lease payment for the term of the lease is $20,050. | On November 13, 2017, Renovaro entered into a lease agreement for a term of five years and two months from November 1, 2017 with Plaza Medical Office Building, LLC, pursuant to which Renovaro agreed to lease approximately 2,325 rentable square feet (the “Plaza Lease”). The base rent for the Plaza Lease increased by 3% each year, and ranged from approximately $8,719 per month, for the first year to $10,107 per month for the two months of the sixth year. The lease was terminated early without penalties or additional costs as of September 30, 2022, that released an accrual of $70,800 related to leasehold improvements that was not utilized. | ||
Weighted-average remaining term | 4 years 2 months 1 day | |||
Weighted-average discount rate | 4.03% | |||
Sublease agreement description | On June 20, 2022, the Company entered into a sublease agreement with One Health Labs (the “Subtenant”), whereby the Subtenant agreed to lease 3,554 square feet of space currently rented by the Company in Century City Medical Plaza as of June 25, 2022 for a period of 3.5 years with an option to renew for the remaining term of the lease that ends as of June 19, 2028. The base rent was $17,770 per month plus $750 towards utility fees that are part of the original lease agreement would have increased by 3% each year over the term of the sublease. The Company received a total of $57,022 on July 1, 2022 after execution of the sublease to cover the first month rent, utility fee and deposit. The first sublease payment began on August 1, 2022. | |||
Lease payment | $ 139,460 | |||
Security deposit | 35,540 | |||
Termination fee | 175,000 | |||
Paid in operating leases | $ 439,519 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||
Jun. 26, 2023 | Mar. 31, 2023 | Dec. 30, 2022 | Nov. 30, 2022 | Jul. 14, 2022 | Jun. 17, 2022 | May 17, 2022 | Feb. 11, 2021 | Jul. 08, 2020 | Mar. 30, 2020 | Feb. 06, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 24, 2021 | Dec. 23, 2021 | |
Debt Instrument [Line Items] | |||||||||||||||
Stock price | $ 2.21 | $ 1.30 | $ 7.98 | ||||||||||||
Maturity date | Aug. 01, 2023 | ||||||||||||||
Prepayment shares | 169,020 | ||||||||||||||
Number of shares issued, value | $ 204,392 | ||||||||||||||
Prepaid interest | 174,090 | ||||||||||||||
Accrued interest amount | $ 30,302 | $ 0 | $ 24,181 | ||||||||||||
Stock issued for debt conversion | 1,200,000 | ||||||||||||||
Interest Expense, Other | 580,344 | $ 372,844 | |||||||||||||
Convertible notes balance | $ 0 | ||||||||||||||
Issuance of common stock | $ 299,178 | ||||||||||||||
Interest at the fixed rate | 6.69% | ||||||||||||||
Number of shares issued | 47,115 | ||||||||||||||
Common stock par vlaue | $ 0.0001 | $ 0.0001 | |||||||||||||
Warrant purchase price | $ 0.53 | $ 1.14 | |||||||||||||
Proceeds from private placement | $ 2,711,000 | $ 4,011,823 | |||||||||||||
Unsecured note principal amount | $ 1,139,875 | ||||||||||||||
Monthly installments | 96,220 | ||||||||||||||
Repayment on finance agreement | $ 300,000 | 1,121,767 | 560,848 | ||||||||||||
Other current liabilities | 184,733 | ||||||||||||||
Interest expense related to agreement | 21,180 | ||||||||||||||
interest expense | $ 580,344 | 372,844 | |||||||||||||
Private Placement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock price | $ 1.14 | $ 0.53 | |||||||||||||
Number of shares issued | 4,718,532 | 2,378,070 | |||||||||||||
Proceeds from private placement | $ 1,300,823 | $ 2,711,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Issuance of shares | 47,115 | ||||||||||||||
Number of shares issued | 198,439 | ||||||||||||||
Number of shares issued, value | $ 299,178 | ||||||||||||||
Stock issued for debt conversion, shares | 2,264,150 | ||||||||||||||
Issuance of common stock | $ 1,625,000 | ||||||||||||||
Number of shares issued | 4,718,532 | 2,378,070 | |||||||||||||
Proceeds from private placement | $ 1,300,823 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of shares issued | 567,588 | ||||||||||||||
Common stock par vlaue | $ 0.0001 | ||||||||||||||
Warrants purchased | 283,794 | ||||||||||||||
Warrant purchase price | $ 0.53 | ||||||||||||||
Proceeds from private placement | $ 300,822 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock price | $ 2.21 | ||||||||||||||
Stock issued for debt conversion, shares | 1,132,075 | ||||||||||||||
Issuance of common stock | $ 1,625,000 | ||||||||||||||
Number of shares issued | 1,189,036 | ||||||||||||||
Convertible Notes Payables [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||
Stock price | $ 1.03 | $ 0.0001 | |||||||||||||
Maturity date | Feb. 06, 2023 | ||||||||||||||
Interest rate | 6% | ||||||||||||||
Debt instrument, convertible, conversion price | $ 12 | ||||||||||||||
Interest Expense, Other | $ 210,543 | 72,875 | |||||||||||||
Secured Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maturity date | Feb. 28, 2024 | ||||||||||||||
Interest rate | 12% | ||||||||||||||
Issuance of shares | 198,439 | ||||||||||||||
Number of shares issued | 29,419 | ||||||||||||||
Obligation value | $ 1,200,000 | ||||||||||||||
Note Payable [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 5,000,000 | ||||||||||||||
Maturity date | Nov. 30, 2021 | ||||||||||||||
Interest rate | 6% | ||||||||||||||
Stock issued for debt conversion | $ 501,370 | ||||||||||||||
Stock issued for debt conversion, shares | 188,485 | ||||||||||||||
Issuance of common stock | $ 493,192 | ||||||||||||||
Promissory Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maturity date | Nov. 30, 2023 | Nov. 30, 2022 | |||||||||||||
Interest at the fixed rate | 6% | ||||||||||||||
Number of shares issued | 74,054 | ||||||||||||||
Market price | $ 298,178 | ||||||||||||||
Discount amortization | 348,621 | $ 297,212 | |||||||||||||
Debt net of discount | $ 4,624,947 | ||||||||||||||
Promissory Note [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest at the fixed rate | 6% | ||||||||||||||
Promissory Note [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest at the fixed rate | 12% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Income Tax Disclosure [Abstract] | ||
Excess of tax over book depreciation of fixed assets | $ 8,258 | $ 6,406 |
Excess of tax over book depreciation of patents | 8,415 | 5,716 |
Stock/options compensation | 3,885,996 | 2,831,137 |
Depreciation and amortization | 152,059 | 118,020 |
Net operating loss carryforwards | 140,547,314 | 71,299,011 |
Change in tax rate | ||
Valuation allowance | (144,602,042) | (74,260,290) |
Total Deferred Tax Assets (Liabilities) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Computed tax at expected statutory rate | $ (70,341,751) | $ (59,450,176) |
Non-US income taxed at different rates | ||
Non-deductible expenses / other items | 34 | |
Valuation allowance | 70,341,751 | 59,450,176 |
Income Tax Expense (Benefit) | $ 34 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Current Income Tax Expense | ||
Danish income tax (benefit) | ||
Total Current Tax Expense (Benefit) | ||
Deferred Income Tax Expense (Benefit) | ||
Excess of tax over book depreciation of fixed assets | 8,258 | 6,406 |
Excess of tax over book depreciation of patents | 8,415 | 5,716 |
Stock/options compensation | 3,885,996 | 2,831,137 |
Depreciation and amortization | 152,059 | 118,020 |
Net operating loss carryforwards | 140,547,314 | 71,299,011 |
Change in tax rate | ||
Change in the valuation allowance | 144,602,042 | 74,260,290 |
Total Deferred Tax Expense |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - United States Tax [Member] - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 476,965,239 | $ 244,899,881 |
Deferred tax assets | $ 140,547,314 | $ 71,299,011 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Enochian Biosciences [Member] | 12 Months Ended |
Jun. 30, 2023 | |
Dividend yield | 0% |
Minimum [Member] | |
Expected term (in years) | 5 years 3 months 18 days |
Volatility | 84.66% |
Risk free interest rate | 2.70% |
Maximum [Member] | |
Expected term (in years) | 6 years 6 months |
Volatility | 92.36% |
Risk free interest rate | 4.24% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 4,401,211 | 4,307,820 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 7 years 9 months 25 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.78 | $ 5.37 |
Options Exercisable | 2,267,415 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 1 month 28 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5.68 | |
Exercise Price Range 1 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 1,094,715 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 8 months 26 days | |
Options Outstanding, Weighted Average Exercise Price | $ 2.14 | |
Options Exercisable | 405,296 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 6 months 25 days | |
Options Exercisable, Weighted Average Exercise Price | $ 2.92 | |
Exercise Price Range 1 [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | 0.94 | |
Exercise Price Range 1 [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 4.50 | |
Exercise Price Range 2 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 2,503,102 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 7 years 7 months 13 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.89 | |
Options Exercisable | 1,168,102 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 1 month 9 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5.26 | |
Exercise Price Range 2 [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | 4.51 | |
Exercise Price Range 2 [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 6.50 | |
Exercise Price Range 3 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding, Number Outstanding | 803,393 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 7 years 2 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $ 8.02 | |
Options Exercisable | 694,016 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years | |
Options Exercisable, Weighted Average Exercise Price | $ 7.98 | |
Exercise Price Range 3 [Member] | Minimum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | 6.51 | |
Exercise Price Range 3 [Member] | Maximum [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 12 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Share-Based Payment Arrangement, Option [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Options Outstanding at beginning of period | 4,307,820 | |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 5.37 | |
Weighted Average remaining life, Outstanding at beginning of period | 8 years 6 months 18 days | |
Weighted Average Intrinsic Value, Outstanding at end of period | ||
Options Outstanding, Granted | 881,359 | |
Weighted Average Exercise Price, Granted | $ 1.83 | |
Options Outstanding, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Options Outstanding, Forfeited | (787,968) | |
Weighted Average Exercise Price, Forfeited | $ 4.68 | |
Options Outstanding, Expired | ||
Options Outstanding at end of period | 4,401,211 | 4,307,820 |
Weighted Average Exercise Price, Outstanding at end of period | $ 4.78 | $ 5.37 |
Weighted Average remaining life, Outstanding at end of period | 7 years 9 months 25 days | |
Options Exercisable | 2,267,415 | |
Options Exercisable, Weighted Average Exercise Price | $ 5.68 | |
Weighted Average Remaining Life, Exercisable end of period | 7 years 1 month 28 days | |
Weighted Average Intrinsic Value, Exercisable end of period |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Common Stock Purchase Warrants [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Outstanding at beginning of period | 1,250,000 | |
Weighted average exercise price, Outstanding at beginning of period | $ 1.30 | |
Weighted Average remaining life, Outstanding | 4 years 9 months 18 days | 10 days |
Granted | 3,548,302 | |
Weighted average exercise price, Granted | $ 0.73 | |
Granted | 4 years 9 months 18 days | |
Exercised | (1,250,000) | |
Weighted average exercise price, Exercised | $ 1.30 | |
Cancelled/Expired | ||
Weighted average exercise price, Expired | ||
Outstanding at end of period | 3,548,302 | 1,250,000 |
Weighted average exercise price, Outstanding at end of period | $ 0.73 | $ 1.30 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Warrant [Member] - Exercise Price Range 4 [Member] | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Underlying shares | shares | 3,548,302 |
Equivalent shares underlying warrants, weighted average remaining contractual life (years) | 4 years 9 months 18 days |
Outstanding, weighted average exercise price | $ 0.73 |
Equivalent shares exercisable, number exercisable | shares | 3,548,302 |
Equivalent shares exercisable, weighted average exercise price | $ 0.73 |
Minimum [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Exercise prices | 0.53 |
Maximum [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Exercise prices | $ 1.14 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||||||
Dec. 30, 2023 | Jun. 26, 2023 | Apr. 27, 2023 | Mar. 31, 2023 | Feb. 10, 2023 | Dec. 30, 2022 | Jul. 14, 2022 | Jun. 17, 2022 | May 17, 2022 | Apr. 04, 2022 | Jan. 11, 2022 | Dec. 28, 2021 | Dec. 24, 2021 | Jul. 08, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 20, 2023 | Dec. 23, 2021 | Jul. 21, 2020 | Feb. 06, 2014 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common Stock, shares issued | 63,698,144 | 53,007,082 | ||||||||||||||||||
Common stock, shares outstanding | 63,698,144 | 53,007,082 | ||||||||||||||||||
Obligation to purchase | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||
Maturity date | Aug. 01, 2023 | |||||||||||||||||||
Shares issued | 47,115 | |||||||||||||||||||
Number of shares issued, value | $ 204,392 | |||||||||||||||||||
Proceeds of private placement offering | $ 2,711,000 | $ 4,011,823 | ||||||||||||||||||
Share Price | $ 2.21 | $ 1.30 | $ 7.98 | |||||||||||||||||
Common stock other outstanding | $ 1,200,000 | |||||||||||||||||||
Notes payable | $ 1,200,000 | |||||||||||||||||||
Warrants exercise term | 5 years | 5 years | ||||||||||||||||||
Exercise price | $ 0.53 | $ 1.14 | ||||||||||||||||||
Proceeds from common stock | $ 299,178 | |||||||||||||||||||
Earn-out distribution | $ 2,762,500 | |||||||||||||||||||
Nn-cash transaction impacted stockholders | $ 798,000 | |||||||||||||||||||
Extinguishment of contingent consideration liability | $ 419,182 | |||||||||||||||||||
Common stock reserved for issuance | 17,414 | 17,414 | ||||||||||||||||||
Stock based compensation expense | $ 3,535,051 | $ 5,490,602 | ||||||||||||||||||
Unrecognized compensation cost | 1,462,866 | |||||||||||||||||||
Stock based compensation expense | $ 3,535,051 | 5,238,252 | ||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option forfeited | 787,968 | |||||||||||||||||||
Options Exercisable | 2,267,415 | |||||||||||||||||||
Number of shares grant | 881,359 | |||||||||||||||||||
2014 Equity Incentive Plan [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock reserved for issuance | 1,206,000 | |||||||||||||||||||
Plan Options [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 5,710,001 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Shares issued | 4,718,532 | 2,378,070 | ||||||||||||||||||
Number of shares issued | 47,115 | |||||||||||||||||||
Number of shares issued, value | $ 299,178 | |||||||||||||||||||
Number of share warrant purchase | 2,359,266 | |||||||||||||||||||
Proceeds of private placement offering | $ 1,300,823 | |||||||||||||||||||
Converted shares of common stock, shares | 2,264,150 | |||||||||||||||||||
Issuance of shares | 198,439 | |||||||||||||||||||
Shares issued of common stock, value | $ 204,392 | |||||||||||||||||||
Purchase shares of common stock | 1,250,000 | |||||||||||||||||||
Proceeds from common stock | $ 1,625,000 | |||||||||||||||||||
Stock based compensation expense | ||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Shares issued | 1,189,036 | |||||||||||||||||||
Share Price | $ 2.21 | |||||||||||||||||||
Converted shares of common stock, shares | 1,132,075 | |||||||||||||||||||
Proceeds from common stock | $ 1,625,000 | |||||||||||||||||||
Shares purchased | 1,250,000 | |||||||||||||||||||
Non cash earn out distribution | $ 2,762,500 | |||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Shares issued | 100,000 | |||||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||||
Converted shares of common stock, shares | 100,000 | |||||||||||||||||||
Converted shares of common stock, value | $ 120,000 | $ 108,000 | ||||||||||||||||||
Number of shares issued for services | 35,000 | |||||||||||||||||||
Number of shares issued for services, value | $ 252,350 | |||||||||||||||||||
Proceeds from warrant | $ 130,000 | |||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of shares issued | 1,700 | 6,266 | ||||||||||||||||||
Number of shares issued, value | $ 4,913 | $ 40,561 | ||||||||||||||||||
Share Price | $ 2.89 | |||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Stock based compensation expense | 0 | 258,559 | ||||||||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Stock based compensation expense | $ 108,000 | $ 0 | ||||||||||||||||||
Number of shares grant | 100,000 | |||||||||||||||||||
Agreement And Plan Of Merger Agreement Axis [Member] | E B I And Weird Science L L C [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common shares contingently issuable | 0 | |||||||||||||||||||
Lincoln Park [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Shares issued | 696,021 | |||||||||||||||||||
Lincoln Park [Member] | Purchase Agreement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Number of shares issued | 0 | 497,340 | ||||||||||||||||||
Number of shares issued, value | $ 0 | $ 4,676,399 | ||||||||||||||||||
Share Price | $ 9.25 | |||||||||||||||||||
Renovaro Bio Pharma Inc [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Share Price | $ 2.21 | |||||||||||||||||||
DanDrit Denmark [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock, shares outstanding | 167,639 | |||||||||||||||||||
Renovaro Denmark [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||||||
Employees [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 184,800 | 0 | ||||||||||||||||||
Option forfeited | 18,960 | |||||||||||||||||||
Employees [Member] | N 2019 Equity Incentive Plan [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 193,000 | 3,219,200 | ||||||||||||||||||
Employees [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 0 | |||||||||||||||||||
Employees 1 [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 73,200 | 65,000 | ||||||||||||||||||
Option forfeited | 12,640 | |||||||||||||||||||
Board Of Directors And Scientific Advisory Board [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 355,359 | 103,668 | ||||||||||||||||||
Consulting Services [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 0 | 60,000 | ||||||||||||||||||
Consulting Services 1 [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 75,000 | 29,642 | ||||||||||||||||||
Consulting Services 2 [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Option granted | 0 | 21,979 | ||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Shares issued | 696,021 | 139,567 | ||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Shares issued | 4,718,532 | 2,378,070 | ||||||||||||||||||
Number of share warrant purchase | 2,359,266 | 1,189,036 | ||||||||||||||||||
Proceeds of private placement offering | $ 1,300,823 | $ 2,711,000 | ||||||||||||||||||
Share Price | $ 1.14 | $ 0.53 | ||||||||||||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||
Shares issued | 567,588 | |||||||||||||||||||
Proceeds of private placement offering | $ 300,822 | |||||||||||||||||||
Exercise price | $ 0.53 | |||||||||||||||||||
Private Placement [Member] | Common Stock And Warrant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Share Price | 1.14 | $ 0.53 | ||||||||||||||||||
One Warrant [Member] | ||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||
Exercise price | $ 0.53 | $ 1.14 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Sep. 10, 2021 | Aug. 25, 2021 | Feb. 06, 2020 | Jan. 31, 2020 | Jul. 09, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 15, 2019 | |
Schedule of Investments [Line Items] | ||||||||
Research and development expenses | $ 4,165,197 | $ 8,372,800 | ||||||
Up-front payment | $ 10,000,000 | |||||||
Payment for expenditures | $ 760,000 | |||||||
Prevention and treatment research | $ 0 | $ 150,000 | ||||||
Initial payment | $ 600,000 | |||||||
Paid initial payment | $ 600,000 | |||||||
Common stock reserved for issuance | 17,414 | 17,414 | ||||||
Compensation description | The Company had a consulting agreement for services of a Senior Medical Advisor for up to $210,000 per year on a part-time basis. | |||||||
G Tech [Member] | License Agreement [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Payment for license | $ 1,200,000 | $ 1,200,000 | ||||||
Royalty Percentage | 2% | |||||||
Milestone payments | $ 0 | $ 1,500,000 | ||||||
Consulting Agreement [Member] | G Tech [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Consulting expenses | $ 130,000 | |||||||
Monthly consulting fee | $ 25,000 | |||||||
Research and development expenses | 0 | 275,000 | ||||||
Monthly research costs | 144,500 | |||||||
Payment for scientific staffing resources | $ 0 | $ 1,011,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||||
Jun. 26, 2023 | Mar. 17, 2023 | May 17, 2022 | Aug. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Proceeds from common stock | $ 299,178 | |||||
Related party costs | $ 0 | $ 4,031,500 | ||||
G Tech [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lease expenses | $ 43,750 | |||||
Lease expenses current | $ 25,000 | |||||
R S Bio Aps [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares purchased | 1,886,794 | 877,193 | ||||
Proceeds from common stock | $ 1,000,000 | $ 1,000,000 | ||||
R S Bio Aps [Member] | Common Stock And Warrants [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares purchased | 943,397 | 438,597 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Sep. 28, 2023 | Aug. 22, 2023 | Aug. 01, 2023 | Jul. 31, 2023 | Jul. 28, 2023 | Jun. 26, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | May 17, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 47,115 | |||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||
Proceeds from private placement | $ 2,711,000 | $ 4,011,823 | ||||||||
Exercise price | $ 0.53 | $ 1.14 | ||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 4,718,532 | 2,378,070 | ||||||||
Proceeds from private placement | $ 1,300,823 | |||||||||
Conversion of shares, shares | 2,264,150 | |||||||||
Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 1,189,036 | |||||||||
Conversion of shares, shares | 1,132,075 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price per share | $ 7.13 | |||||||||
Proceeds from private placement | $ 2,000,000 | |||||||||
Conversion of shares, shares | 280,505 | |||||||||
Conversion of shares, value | $ 2,000,000 | |||||||||
Common stock issued for consulting services, shares | 500,000 | 1,000,000 | 500,000 | |||||||
Common stock issued for consulting services | $ 2,035,000 | $ 2,150,000 | $ 285,000 | |||||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal balance | 3,000,000 | |||||||||
Subsequent Event [Member] | Holder [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of debt, value | $ 2,000,000 | $ 2,000,000 | ||||||||
Conversion of debt, shares | 280,505 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 1,402,525 | |||||||||
Common stock par value | $ 0.0001 | |||||||||
Subsequent Event [Member] | Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 280,505 | |||||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock par value | $ 0.0001 | |||||||||
Private Placement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 4,718,532 | 2,378,070 | ||||||||
Proceeds from private placement | $ 1,300,823 | $ 2,711,000 | ||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 567,588 | |||||||||
Common stock par value | $ 0.0001 | |||||||||
Proceeds from private placement | $ 300,822 | |||||||||
Exercise price | $ 0.53 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 280,505 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock, shares | 5,610,100 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock, shares | 561,010 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock, shares | 2,805,050 | |||||||||
Exercise price | $ 0.65 |