Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2023 | Feb. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-38758 | |
Entity Registrant Name | Renovaro 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 $0.0001 per share | |
Trading Symbol | RENB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 143,668,372 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 |
CURRENT ASSETS: | ||
Cash | $ 243,980 | $ 1,874,480 |
Notes receivable | 1,073,625 | |
Prepaids and other assets | 1,085,545 | 690,925 |
Total Current Assets | 2,403,150 | 2,565,405 |
Property and equipment, net | 496,896 | 508,989 |
OTHER ASSETS: | ||
Definite life intangible assets, net | 32,641 | 39,676 |
Indefinite life intangible assets | 42,611,000 | 42,611,000 |
Goodwill | 11,640,000 | 11,640,000 |
Deposits and other assets | 21,742 | 21,741 |
Operating lease right-of-use assets | 812,691 | 913,985 |
Total Other Assets | 55,118,074 | 55,226,402 |
TOTAL ASSETS | 58,018,120 | 58,300,796 |
CURRENT LIABILITIES: | ||
Accounts payable – trade | 5,577,917 | 5,296,823 |
Accrued expenses | 783,601 | 723,173 |
Other current liabilities | 669,384 | 184,733 |
Current portion of operating lease liabilities | 218,085 | 193,422 |
Notes payable, net | 3,940,000 | 4,624,947 |
Convertible notes payable | 2,569,379 | |
Total Current Liabilities | 13,758,366 | 11,023,098 |
NON-CURRENT LIABILITIES: | ||
Operating lease liabilities, net of current portion | 664,218 | 775,587 |
Total Non-Current Liabilities | 664,218 | 775,587 |
Total Liabilities | 14,422,584 | 11,798,685 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; Series A Convertible Preferred;1,000,000 shares designated; 561,010 shares issued and outstanding at December 31, 2023 and zero 0 shares issued and outstanding at June 30, 2023 | 56 | |
Common Stock, par value $0.0001, 100,000,000 shares authorized, 67,224,089 shares issued and outstanding at December 31, 2023, and 63,698,144 shares issued and outstanding at June 30, 2023 | 6,724 | 6,371 |
Additional paid-in capital | 301,349,389 | 290,554,875 |
Accumulated deficit | (257,733,402) | (244,029,253) |
Accumulated other comprehensive loss | (27,231) | (29,882) |
Total Stockholders’ Equity | 43,595,536 | 46,502,111 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 58,018,120 | $ 58,300,796 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Jun. 30, 2023 |
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 | 561,010 | 0 |
Preferred stock, shares outstanding | 561,010 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 67,224,089 | 63,698,144 |
Common stock, shares outstanding | 67,224,089 | 63,698,144 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Expenses | ||||
General and administrative | $ 3,616,392 | $ 4,013,063 | $ 11,906,602 | $ 8,569,903 |
Research and development | 620,521 | 325,959 | 1,187,165 | 2,931,334 |
Depreciation and amortization | 33,162 | 28,844 | 60,422 | 57,245 |
Total Operating Expenses | 4,270,075 | 4,367,866 | 13,154,189 | 11,558,482 |
LOSS FROM OPERATIONS | (4,270,075) | (4,367,866) | (13,154,189) | (11,558,482) |
Other Income (Expenses) | ||||
Loss on extinguishment of debt | (120,018) | |||
Loss on extinguishment of contingent consideration | (419,182) | |||
Interest expense | (274,984) | (92,892) | (454,255) | (188,477) |
Interest and other income | 15,938 | 3,010 | 24,313 | 8,633 |
Total Other Income (Expense) | (259,046) | (89,882) | (549,960) | (599,026) |
NET LOSS | $ (4,529,121) | $ (4,457,748) | $ (13,704,149) | $ (12,157,508) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Loss per share, Basic | $ (0.07) | $ (0.08) | $ (0.21) | $ (0.22) |
Loss per share, Diluted | $ (0.07) | $ (0.08) | $ (0.21) | $ (0.22) |
Weighted average number of shares of common stock outstanding, Basic | 65,852,497 | 55,509,239 | 65,166,625 | 55,304,356 |
Weighted average number of shares of common stock outstanding, Diluted | 65,852,497 | 55,509,239 | 65,166,625 | 55,304,356 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net Loss | $ (4,529,121) | $ (4,457,748) | $ (13,704,149) | $ (12,157,508) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation, net of taxes | 37,252 | 7,915 | 2,651 | 161 |
Comprehensive Loss | $ (4,491,869) | $ (4,449,833) | $ (13,701,498) | $ (12,157,347) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Series A Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Jun. 30, 2022 | $ 5,302 | $ 276,989,179 | $ (204,345,197) | $ (30,436) | $ 72,618,848 | |
Beginning 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 | |||||
Shares issued for earn-out | $ 125 | 2,762,375 | 2,762,500 | |||
Shares issued for earn-out, shares | 1,250,000 | |||||
Stock-based compensation | 1,026,008 | 1,026,008 | ||||
Net loss | (7,699,760) | (7,699,760) | ||||
Foreign currency translation adjustment | (7,754) | (7,754) | ||||
Ending balance, value at Sep. 30, 2022 | $ 5,552 | 282,402,437 | (212,044,957) | (38,190) | 70,324,842 | |
Ending balance, shares at Sep. 30, 2022 | 55,507,082 | |||||
Beginning balance, value at Jun. 30, 2022 | $ 5,302 | 276,989,179 | (204,345,197) | (30,436) | 72,618,848 | |
Beginning balance, shares at Jun. 30, 2022 | 53,007,082 | |||||
Net loss | (12,157,508) | |||||
Ending balance, value at Dec. 31, 2022 | $ 5,572 | 283,426,764 | (216,502,705) | (30,275) | 66,899,356 | |
Ending balance, shares at Dec. 31, 2022 | 55,705,521 | |||||
Beginning balance, value at Sep. 30, 2022 | $ 5,552 | 282,402,437 | (212,044,957) | (38,190) | 70,324,842 | |
Beginning balance, shares at Sep. 30, 2022 | 55,507,082 | |||||
Shares issued in lieu of interest on $1.2 million note payable extension | $ 20 | 204,372 | 204,392 | |||
Shares issued in lieu of interest on $1.2 million note payable extension, shares | 198,439 | |||||
Stock-based compensation | 819,955 | 819,955 | ||||
Net loss | (4,457,748) | (4,457,748) | ||||
Foreign currency translation adjustment | 7,915 | 7,915 | ||||
Ending balance, value at Dec. 31, 2022 | $ 5,572 | 283,426,764 | (216,502,705) | (30,275) | 66,899,356 | |
Ending balance, shares at Dec. 31, 2022 | 55,705,521 | |||||
Beginning balance, value at Jun. 30, 2023 | $ 6,371 | 290,554,875 | (244,029,253) | (29,882) | 46,502,111 | |
Beginning balance, shares at Jun. 30, 2023 | 63,698,144 | |||||
Issuance of preferred stock and warrants in private placement | $ 28 | 1,999,972 | 2,000,000 | |||
Issuance of preferred stock and warrants in private placement, shares | 280,505 | |||||
Issuance of preferred stock and warrants for conversion of $2 million Note | $ 28 | 1,999,973 | 2,000,001 | |||
Issuance of preferred stock and warrants for conversion $2 million Note, shares | 280,505 | |||||
Restricted shares issued for services rendered | $ 200 | 4,469,800 | 4,470,000 | |||
Restricted shares issued for services rendered, shares | 2,000,000 | |||||
Stock-based compensation | 983,829 | 983,829 | ||||
Net loss | (9,175,028) | (9,175,028) | ||||
Foreign currency translation adjustment | (34,601) | (34,601) | ||||
Ending balance, value at Sep. 30, 2023 | $ 56 | $ 6,571 | 300,008,449 | (253,204,281) | (64,483) | 46,746,312 |
Ending balance, shares at Sep. 30, 2023 | 561,010 | 65,698,144 | ||||
Beginning balance, value at Jun. 30, 2023 | $ 6,371 | 290,554,875 | (244,029,253) | (29,882) | 46,502,111 | |
Beginning balance, shares at Jun. 30, 2023 | 63,698,144 | |||||
Net loss | (13,704,149) | |||||
Ending balance, value at Dec. 31, 2023 | $ 56 | $ 6,724 | 301,349,389 | (257,733,402) | (27,231) | 43,595,536 |
Ending balance, shares at Dec. 31, 2023 | 561,010 | 67,224,089 | ||||
Beginning balance, value at Sep. 30, 2023 | $ 56 | $ 6,571 | 300,008,449 | (253,204,281) | (64,483) | 46,746,312 |
Beginning balance, shares at Sep. 30, 2023 | 561,010 | 65,698,144 | ||||
Stock issued pursuant to warrants exercised | $ 53 | 341,812 | 341,865 | |||
Stock issued pursuant to warrants exercised, shares | 525,945 | |||||
Restricted shares issued for advisory services | $ 100 | (100) | ||||
Restricted shares issued for advisory services, shares | 1,000,000 | |||||
Stock-based compensation | 999,228 | 999,228 | ||||
Net loss | (4,529,121) | (4,529,121) | ||||
Foreign currency translation adjustment | 37,252 | 37,252 | ||||
Ending balance, value at Dec. 31, 2023 | $ 56 | $ 6,724 | $ 301,349,389 | $ (257,733,402) | $ (27,231) | $ 43,595,536 |
Ending balance, shares at Dec. 31, 2023 | 561,010 | 67,224,089 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,704,149) | $ (12,157,508) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: | ||
Depreciation and amortization | 60,422 | 57,245 |
Loss on extinguishment of debt | 120,018 | |
Loss on extinguishment of contingent consideration liability | 419,182 | |
Stock based compensation expense | 1,983,057 | 1,845,963 |
Restricted shares for services rendered | 4,470,000 | |
Amortization of discount on notes payable | 364,415 | 149,242 |
Changes in assets and liabilities: | ||
Other receivables | 46 | |
Prepaid expenses/deposits | 516,296 | 425,233 |
Accounts payable | 281,095 | 3,153,358 |
Accrued expenses | (29,571) | (68,554) |
Other current liabilities | (18,520) | |
Operating leases, net | 14,587 | (10,832) |
NET CASH USED IN OPERATING ACTIVITIES | (5,923,830) | (6,205,145) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Notes receivable | (1,073,625) | |
Purchase of property and equipment | (41,584) | (23,633) |
NET CASH USED IN INVESTING ACTIVITIES | (1,115,209) | (23,633) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of promissory notes | 2,540,000 | |
Repayment of finance agreement | (422,183) | (466,625) |
Proceeds from private placement | 2,000,000 | |
Proceeds from notes payable | 950,000 | |
Proceeds from exercise of warrants | 341,865 | 1,625,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,409,682 | 1,158,375 |
Effect of exchange rates on cash | (1,143) | 17,157 |
NET CHANGE IN CASH | (1,630,500) | (5,053,247) |
CASH, BEGINNING OF PERIOD | 1,874,480 | 9,172,142 |
CASH, END OF PERIOD | 243,980 | 4,118,896 |
Cash paid during the period for: | ||
Interest | 5,256 | 30,332 |
Income Taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES | ||
Finance agreement entered into in exchange for prepaid assets | 906,834 | 1,139,875 |
Shares in lieu of interest on $1.2 million notes payable extension | 204,392 | |
Common shares issued for contingent earn out liability | 2,762,500 | |
Conversion of note payable for issuance of preferred stock | 2,000,001 | |
Debt discount related to convertible promissory notes | 105,263 | |
Debt discount related to $3 million notes payable | 90,000 | |
Debt discount related to $1 million note payable | $ 50,000 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Going Concern 257,733,402 11,355,216 Basis of Presentation Consolidation Accounting Estimates Functional Currency & Foreign Currency Translation Cash and Cash Equivalents 91,387 1,526,990 Property and Equipment Intangible Assets Definite life intangible assets include 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”. Definite life intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Definite life intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application. Indefinite life intangible assets include license agreements and goodwill. The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment, as well as whenever events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill th Impairment of Goodwill and Indefinite Lived Intangible Assets For indefinite-lived intangible assets, such as licenses acquired as an 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 December 31, 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 for 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. Leases 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 operating expenses in the condensed 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 unaudited condensed 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 6.) Research and Development Expenses 620,521 1,187,165 Research and development expenses for the three and six months ended December 31, 2022, amounted to $ 325,959 2,931,334 Income Taxes Loss Per Share Fair Value of Financial Instruments 0 419,182 Stock Options and Restricted Share Units Stock-Based Compensation 999,228 1,983,057 819,955 1,845,963 Recently Adopted Accounting Pronouncements |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Dec. 31, 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 $ 4,529,121 13,704,149 243,980 257,733,402 11,355,216 Management has reduced overhead and administrative costs by streamlining the organization to focus around two of its therapies (oncology and a HIV therapeutic vaccine). The Company has tailored its workforce to focus on these therapies. In addition, the Company intends to attempt to secure additional required funding through equity or debt financing. However, there can be no assurance that the Company will be able to obtain any sources of funding. Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us. Funding that we may receive during the fiscal year 2024 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support commercialization of our products and conduct the clinical and regulatory work to develop our product candidates, and to begin building working capital reserves. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 6 Months Ended |
Dec. 31, 2023 | |
Notes Receivable | |
NOTES RECEIVABLE | NOTE 3 — NOTES RECEIVABLE On August 11, 2023, and August 18, 2023, the Company entered into two Promissory Notes (“Notes Receivable”) in the amounts of $ 550,000 500,000 1,050,000 GEDi Cube Intl Ltd. 6 15,750 23,625 1,073,625 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Schedule of property and equipment Useful Life December 31, 2023 June 30, 2023 Lab Equipment and Instruments 4 7 $ 617,882 $ 576,298 Leasehold Improvements 10 224,629 224,629 Furniture, Fixtures and Equipment 4 7 172,861 172,861 Total 1,015,372 973,788 Less Accumulated Depreciation (518,476 ) (464,799 ) Net Property and Equipment $ 496,896 $ 508,989 Depreciation expense amounted to $ 27,198 53,677 27,338 54,253 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 — INTANGIBLE ASSETS At December 31, 2023, and June 30, 2023, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes of $ 32,641 39,676 5,964 6,745 1,507 2,993 At December 31, 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 asset provides economic benefit, and goodwill. At December 31, 2023, and June 30, 2023, definite and indefinite-life intangible assets consisted of the following: Schedule of intangible assets Useful Life June 30, Period Change Effect of Currency Translation December 31, Definite Life Intangible Assets Patents 20 $ 290,936 $ — $ 3,488 $ 294,424 Less Accumulated Amortization (251,260 ) (6,745 ) (3,778 ) (261,783 ) Net Definite-Life Intangible Assets $ 39,676 $ (6,745 ) $ (290 ) $ 32,641 Indefinite Life Intangible Assets License Agreement $ 42,611,000 — — $ 42,611,000 Goodwill 11,640,000 — — 11,640,000 Total Indefinite Life Intangible Assets $ 54,251,000 — — $ 54,251,000 Expected future amortization expense is as follows: Schedule of expected future amortization expense Year ending June 30, 2024 $ 2,059 2025 10,194 2026 10,194 2027 10,194 Total $ 32,641 During February 2018, the Company acquired a License Agreement (as licensee) to an HIV therapy 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. The results of the quantitative assessment indicated that the carrying value of the license acquired as an IPR&D asset exceeded its fair value, due to the sublicensing of RENB-HV01, which required a different valuation approach and changes in other factors impacting the fair value of the asset as of June 30, 2023, which resulted in an impairment adjustment of $ 18,960,000 |
LEASES
LEASES | 6 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 6 — 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, a California limited liability company, as landlord, (the “Landlord”) pursuant to which the Company agreed to lease from the Landlord approximately 2,325 rentable square feet. The base rent 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, Renovaro entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease 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 for the first year 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 asset and corresponding liabilities: Expected lease term 3.67 Incremental borrowing rate 4.03 Lease and non-lease components Below are the lease commitments for the next 5 years: Schedule of lease commitments Year Ending June 30 th Lease Expense 2024 123,602 2025 253,384 2026 260,985 2027 268,815 2028 45,021 Sub-total 951,807 Less imputed interest (69,504 ) Total $ 882,303 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 and would increase 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 treated 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 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 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 sublease term. During the three and six months ended December 31, 2023 and 2022, the net operating lease expenses were as follows: Schedule of net operating lease expenses For the Three Months Ended For the Six Months Ended December 31, December 31, 2023 2022 2023 2022 Operating Lease Expense $ 60,922 $ 96,730 $ 129,664 $ 140,660 Sub lease Income — (53,310 ) — (106,620 ) Total Net Lease Expense $ 60,922 $ 43,420 $ 129,664 $ 34,040 Lease expense charged to general and administrative expenses for the three and six months ended December 31, 2023, amounted to $ 60,922 129,664 43,420 34,040 62,573 123,796 96,581 241,042 140,660 241,042 77,242 |
DEBT
DEBT | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 — DEBT Convertible Notes Payable — December 2023 Notes — 560,000 540,000 20,000 12 3.38 540,000 The 2023 Notes — 5 2,105,263 2,000,000 5 105,263 12 September 5, 2024 The 2023 Notes are subject to mandatory conversion (“Mandatory Conversion”) in the event the Company closes an offering of its Common Stock and receives gross proceeds of not less than $ 10,000,000 95 4.50 4.50 The 2023 Notes will be accounted for under ASC 470-20, and all proceeds received from the issuance will be recognized as a liability on the balance sheet net of discount. For the three and six months ended December 31, 2023, discount amortization of $ 26,637 29,379 64,583 2,029,379 The Convertible Notes — 600,000 6 The conversion price was equal to $12.00 per share of Common Stock. The Holder did not exercise its conversion feature that expired on February 6, 2021. The Company evaluated the Convertible Notes in accordance with ASC 470-20 and identified that they each contain an embedded conversion feature that shall not be bifurcated from the host document (i.e., the Convertible Notes) as they are not deemed to be readily convertible into cash. All proceeds received from the issuance were recognized as a liability on the balance sheet. 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 notified the Company that it wished to elect to exercise its conversion right triggered by a private placement. Therefore, all outstanding $ 1,200,000 1,132,075 As of December 31, 2023 and 2022, the Company recorded accrued interest in the amount of zero. For the three and six months ended December 31, 2023 and 2022, the interest expense related to the Amended and Restated Secured Notes amounted to zero 0 18,272 , respectively. The Amended and Restated Secured Notes balance as of December 31, 2023 was zero 0 . Notes Payable Bridge Loan — 5 1,000,000 950,000 5 50,000 12 January 1, 2024 1,000,000 March 1, 2024 50,000 20,000 1,000,000 Promissory Note — 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. All other terms of the Promissory Note remained the same. The change in Maturity Date required an additional year of interest at the fixed rate of 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 the 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. Therefore, on June 26, 2023, in conjunction with the Company’s private placement, the Company issued (i) 567,588 0.0001 283,794 0.53 300,822 On July 31, 2023, the Company and the Holder agreed to amend the Promissory Note (the “Fourth Amendment”) to provide the Holder with limited conversion rights in connection with the Company’s next private placement. Per the terms of the Fourth Amendment, the Holder could elect to convert $2 million of the outstanding principal balance of the Promissory Note into the Units being offered in the private placement at a price per Unit being paid by the investors in the private placement (the “Conversion Right”). On August 1, 2023, the Holder notified the Company of its election to exercise the Conversion Right. As a result, $2 million of the outstanding principal balance of the Promissory Note was converted into 280,505 Units at $7.13 per unit, comprised of an aggregate of (i) 280,505 shares of Series A Convertible Preferred Stock of the Company and (ii) Warrants to purchase an aggregate of 1,402,525 shares of Common Stock with an exercise price of $0.65 per share. The Series A Convertible Preferred Stock acquired by the Holder is initially convertible into 2,805,050 shares of Common Stock. A $3 million principal balance remains outstanding under the Promissory Note after the foregoing conversion. The Company concluded that in accordance with ASC 470-20-40-4, the difference between the fair value of the Preferred Shares and warrants and the carrying value of the portion of the Note being converted should be recognized as an extinguishment. The extinguishment loss of $120,018 is recorded in Other Income/Loss in the Statement of Operations. On November 30, 2023, the Company and the Holder agreed to amend the Promissory Note (the “Fifth Amendment”) to where the Company and the Holder extended the maturity of the Original Note until February 29, 2024. In addition, all interest payable from November 30, 2023 to the Maturity Date was payable and is currently payable by the Company as of November 30, 2023. For the three and six months ended December 31, 2023, discount amortization of $ 120,013 285,036 For the three and six months ended December 31, 2022, discount amortization of $ 74,621 149,242 2,940,000 Finance Agreement On November 30, 2023, the Company entered into a premium finance agreement (the “Agreement”) related to insurance, which resulted in a liability and 906,834 7.90 other current liabilities and prepaid assets and other assets, respectively. T 77,127 235,000 For the three and six months ended December 31, 2023 the Company made payments of $ 235,000 422,183 300,000 466,625 0 5,256 Total interest expense recorded for the three and six months ended December 31, 2023, was $ 274,984 454,255 Interest expense recorded for the three and six months ended December 31, 2022, was $ 92,892 188,477 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 10,000,000 0.0001 1,000,000 561,010 0 Voting — Dividends — Liquidation Rights — Conversion Rights — Common Stock 350,000,000 0.0001 67,224,089 63,698,144 Voting — Dividends — Liquidation Rights — Purchase Agreement with Lincoln Park Capital On June 20, 2023, the Company entered into a purchase agreement (the “2023 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 In consideration for entering into the 2023 Purchase Agreement, the Company issued 696,021 During the three and six months ended December 31, 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement. Preferred Stock Issuances On August 1, 2023, the Company closed a private placement of 280,505 Units Preferred Stock Warrant Securities 7.13 2,000,000 280,505 2,000,000 The Company issued an aggregate of 561,010 5,610,100 2,805,050 0.65 Common Stock Issuances Between July 28, 2023 and September 28, 2023, the Company issued 2,000,000 On October 23, 2023 the Company issued 1,000,000 On December 4, 2023 the Company issued 525,945 341,865 Acquisition of Renovaro Denmark — 17,414 167,639 0 Stock-based Compensation The Company recognizes compensation costs for stock option awards to employees 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 values of the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended December 31, 2023: Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted Renovaro Inc. Expected term (in years) 5.0 6.5 Volatility 84.33 106.60 Risk free interest rate 3.12 4.83 Dividend yield 0 The Company recognized stock-based compensation expense related to the options of $ 465,372 1,449,201 The Company recognized stock-based compensation expense related to the options of $ 819,955 1,845,963 1,216,469 Plan Options On February 6, 2014, the Board adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 1,206,000 On October 30, 2019, the Board approved and on October 31, 2019, the Company’s stockholders adopted its 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan provided that the maximum aggregate number of shares of the Company’s Common Stock reserved and available for issuance under the 2019 Plan was 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. Effective July 21, 2023, the Company adopted the Renovaro Biosciences Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the 2019 Plan. Any awards outstanding under the 2019 Plan as of the date of adoption of the 2023 Plan remain subject to and will be paid under the 2019 Plan, and any shares subject to outstanding awards under the 2019 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares automatically become available for issuance under the 2023 Plan. The Company granted options to purchase 16,500 366,500 The Company granted options to purchase 178,000 During the three and six months ended December 31, 2023, respectively, the Company granted options to purchase zero 0 0 184,800 0 18,960 During the three and six months ended December 31, 2023, respectively, the Company granted options to purchase zero 0 0 73,200 0 12,640 During the three and six months ended December 31, 2023, the Company granted options to purchase 124,293 343,399 During the three and six months ended December 31, 2022, the Company granted options to purchase 159,959 210,917 During the three and six months ended December 31, 2023, the Company granted options to purchase zero 0 26,000 During the three and six months ended December 31, 2022, the Company did no 7,000 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 2014, 2019 and 2023 Plans (“Plan Options”) to purchase 6,268,078 4,913,616 A summary of the status of the Plan Options outstanding at December 31, 2023, is presented below: Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Price Ranges Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.45 4.50 1,798,356 8.60 $ 2.12 883,777 8.01 $ 2.50 $ 4.51 6.50 2,535,360 7.15 $ 4.89 1,834,769 6.95 $ 5.01 $ 6.51 12.00 796,393 6.69 $ 8.03 715,283 6.53 $ 8.01 Total 5,130,110 7.58 $ 4.41 3,433,830 7.14 $ 4.99 A summary of the status of the Plan Options at December 31, 2023, and changes since July 1, 2023, are presented below: Schedule of stock option activity Shares Weighted Average Exercise Average Remaining Life Weighted Average Intrinsic Outstanding at beginning of period 4,401,211 $ 4.78 7.82 $ — Granted 735,899 $ 2.19 Exercised — $ — Forfeited — $ — Expired/Canceled (7,000 ) $ 6.98 Outstanding at end of period 5,130,110 $ 4.41 7.58 $ — Exercisable at end of period 3,433,830 $ 4.99 7.14 $ 1,996,039 At December 31, 2023, the Company had 3,433,830 $1,996,039 Common Stock Purchase Warrants A summary of the status of the Common Stock Purchase Warrants outstanding at December 31, 2023, is presented below: Schedule of common stock purchase warrants outstanding Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.53 2,359,266 4.49 2,359,266 4.49 $ 0.65 2,279,105 3.44 2,279,105 3.44 $ 1.14 1,189,036 4.23 1,189,036 4.23 Total 5,827,407 4.03 $ 0.70 5,827,407 4.03 $ 0.70 A summary of the warrants outstanding at December 31, 2023, and changes since July 1, 2023, are presented below: Schedule of warrants outstanding Shares Weighted Average Exercise Weighted Average Remaining Outstanding at beginning of period 3,548,302 $ 0.73 4.80 Granted 2,805,050 $ 0.65 3.44 Exercised (525,945 ) $ 0.65 — Cancelled/Expired — $ — — Outstanding and exercisable at end of period 5,827,407 $ 0.70 4.03 At December 31, 2023, the Company had 5,827,407 14,385,550 Restricted Stock Awards (RSA) The Company recognized stock-based compensation expense related to RSAs of $ 533,856 1,000,000 3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 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 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 “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 that covered scientific staffing resources to complete the project as well as periodic payments for materials and equipment needed to complete the project. There were no payments made after January 31, 2022. The Company paid zero under the HBV License Agreement in the three and six months ended December 31, 2023, and 2022. The Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies sub-section below). On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “License Development Agreement”), by and among the Company, G-Tech and SRI (collectively, the “Licensors”), whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development License”) to research, develop, and commercialize certain formulations which were 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 License Agreement provides 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. The Company is no longer pursuing any product candidates that relate to this license. The Company has filed a claim against the Licensors to recover all monies it paid related to this license (see Contingencies sub-section below). 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 “Licensors”) whereby the 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 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 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 stockholder of the Company. Shares held for non-consenting shareholders 17,414 0 Service Agreements – Stock Purchase Agreement with GEDi Cube Intl Ltd. Purchase Agreement GEDi Cube 100 Sellers Transaction At the effective time of the Transaction (the “ Effective Time GEDi Cube Share Renovaro Shares Closing Consideration Pro-rata Shares Each of the Company and GEDi Cube 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 the Company, (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 the Company 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 Pro-rata Shares that they receive after the Closing. On January 25, 2024, the Shareholders of Renovaro approved the issuance of Renovaro Shares in connection with the Transaction and the increase in the Company’s authorized shares eligible for issuance from 110,000,000 equity shares to 360,000,000 equity shares, that includes an increase in Common Stock eligible for issuance from 100,000,000 to 350,000,000 shares, and 10,000,000 shares of preferred stock eligible for issuance. The Company and GEDi Cube 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 the Company’s 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. On February 13, 2024 (the “Closing Date”), the Company consummated the previously announced acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively, the “Transaction”). As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company. 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 Bio LLC (“G Tech”), SG & AW Holdings, LLC, and Seraph Research Institute (“SRI”) (collectively, the “Defendants”). 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. On December 4, 2023, the Defendants answered the Company’s First Amended Complaint and G Tech and SRI filed a Cross-Complaint. In the Cross-Complaint, G Tech and SRI seek declaratory and injunctive relief related to certain agreements between G Tech, SRI, and the Company, including, inter alia On March 1, 2021, the Company’s former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S. District Court for the District of Vermont against the Company, Renovaro Biosciences Denmark ApS, and certain directors and officers. In the Complaint, Mr. Wolfe and Crossfield, Inc. asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive damages. The allegations in the Complaint relate to an earlier action filed by the Company and Renovaro Biosciences Denmark ApS in the Vermont Superior Court, Orange Civil Division. On March 3, 2022, the Court partially granted the Company’s motion to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen. On November 29, 2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution. On August 24, 2023, the Court denied the motion for summary judgment. On September 7, 2023, the Company moved for reconsideration of the Court’s order, which the Court denied on December 4, 2023. The Company denies the allegations set forth in the Complaint and will continue to vigorously defend against the remaining claim. 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. The Company moved to dismiss the Verified Complaint on September 15, 2023. On December 4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”). In the FAC, Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference with a contract, and breaches of fiduciary duty. Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain declaratory relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees. The Company filed a motion to dismiss the FAC on December 18, 2023. The Company 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 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. On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against certain officers, directors, and investors of the Company, as well as other defendants. The Verified Stockholder Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a) and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934. The Derivative Complaint also includes claims of breach of fiduciary duty, corporate waste, unjust enrichment, and contribution/indemnification. Weird Science and Wittekind seek unspecified compensatory, exemplary and punitive damages and certain injunctive relief. Simultaneously with the Derivative Complaint, Weird Science and Wittekind filed an emergency Ex Parte |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 — RELATED PARTY TRANSACTIONS On November 3, 2023, the Company entered into an agreement to purchase 5 1,000,000 950,000 5 50,000 12 January 1, 2024 On August 1, 2023, RS Bio ApS, a Danish entity (“RS Bio”), purchased in the Private Placement 70,126 7.13 500,000 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. 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 On August 1, 2023, Paseco ApS, a Danish entity, in connection with the Private Placement, converted $ 2,000,000 280,505 7.13 The Company currently has a consulting agreement with Paseco for business advisory services since December of 2019. For the three and six months ended December 31, 2023 the Company issued zero 0 1,000,000 On October 10, 2023, the Board of Directors of the Company (the “Board”) appointed Avram Miller to the Board, effective October 11, 2023, to fill a vacancy. Mr. Miller will serve until the Company’s 2024 Annual Meeting of Stockholders subject to this re-election or until his successor has been duly elected and qualified. In addition to Mr. Miller’s appointment to the Board, Mr. Miller, the co-founder of Intel Capital, entered into an advisory agreement with the Company (the “Advisory Agreement”), pursuant to which Mr. Miller will provide advice to the Board and the Company on various matters including strategic opportunities, capital allocation, business development, minority investments and licensing arrangements, among others. As compensation for these services, the Company will issue Mr. Miller 1,000,000 shares of restricted stock, 166,667 of which will vest in 2024, 444,444 will vest in 2025, and 388,889 will vest in 2026, subject to Mr. Miller’s continued service through each applicable vesting date. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS On January 1, 2024, the Company entered into an amendment with RS Bio for the November 3, 2023, $ 1,000,000 March 1, 2024 On January 2, 2024, the Company entered into an agreement with RS Bio to purchase a 5 526,315 500,000 5 12 March 1, 2024 On January 11, 2024, the Company entered into an amendment with one of the investors of the 2023 Notes whereas the conversion terms were amended to provide for optional conversion at a conversion price of $ 3.38 460,000 12 January 11, 2025 On January 12, 2024, the Company entered into Subscription Agreements with an investor (the “Investor”) to purchase Convertible Promissory Notes for an aggregate principal amount of $ 125,000 125,000 12 December 29, 2024 On January 24, 2024, the Company entered into a Promissory Note (“Notes Receivable”) in the amount of $143,000, to GEDi Cube Intl Ltd. On February 1, 2024, the Company filed a Certificate of Amendment of Certificate of Incorporation in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware (the “DGCL” whereby it amends the total number of shares of capital stock which the Company shall have the authority to issue to issue is three hundred sixty million (360,000,000). These shares shall be divided into two classes with three hundred fifty million (350,000,000) shares designated as common stock at $.0001 par value (the “Common Stock”) and ten million (10,000,000) shares designated as preferred stock at $.0001 par value (the “Preferred Stock”.) On February 5, 2024, the Company entered into an agreement with RS Bio to purchase a 5% Original Issue Discount Secured Promissory Note for the principal amount of $ 105,263 100,000 5 12 March 1, 2024 On February 12, 2024, the Company entered into amendments with GEDi Loans related to the Notes Receivable outstanding at 12/31/2023 to extend the maturity dates to August 11, 2024 and August 18, 2024 (see Note 3.) On February 13, 2024 (the “Closing Date”), the Company consummated the previously announced acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively, the “Transaction”). As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company. Pursuant to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of GEDi Cube owned by the Sellers as of the Closing Date (each, a “GEDi Cube Share” and, collectively, the “GEDi Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the Closing Date (minus (a) 1 million shares of Common Stock previously issued to a consultant assisting with the Transaction and (b) 1 million shares of Common Stock previously issued to Avram Miller, a director of the Company, pursuant to his Advisory Agreement, dated October 11, 2023, by and between Mr. Miller and the Company) (the “Closing Consideration”) plus 5,610,100 shares of Common Stock representing the Seller’s Earnout Shares (defined below) resulting from the automatic conversion of the Company’s Series A Convertible Preferred and, (ii) following the Closing Date, such Seller’s pro rata percentage of the shares of Common Stock (the “Earnout Shares” and, together with the Closing Consideration, the “Exchange Consideration”) to be issued to the Sellers upon the exercise or conversion of any of the Company’s derivative securities (subject to certain exceptions) that are outstanding at the Closing Date (the “Closing Derivative Securities”). Each Seller’s pro rata percentage of the Exchange Consideration is equal to the ratio of the aggregate number of GEDi Cube Shares owned by such Seller divided by the aggregate number of GEDi Cube Shares issued and outstanding, in each case, as of the Closing Date. No fractional shares of Common Stock were or will be issued in the Exchange Consideration, and no cash was or will be issued in exchange therefore. Any fractional share of Common Stock that a Seller would otherwise be entitled to receive is rounded down to the nearest whole share. As discussed above, pursuant to the Stock Purchase Agreement, upon the closing of the Transaction, the Company issued 70,834,183 unregistered, restricted shares of Common Stock as the Closing Consideration to the Sellers, which shares were not registered under the Securities Act in reliance on the private offering exemption from the registration requirements of the Securities Act, including Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act, and Regulation S under the Securities Act, as applicable. The Company made this determination based on its receipt from the Sellers of representations and warranties supporting the Company’s reliance on such exemptions. As a result of the issuance of the Closing Consideration on the Closing Date and based on the number of shares of Common Stock outstanding as of the Closing Date, the Sellers hold approximately 49% of the issued and outstanding shares of Common Stock immediately following the closing of the Transaction and the conversion of the Series A Convertible Preferred Stock. In connection with the closing of the Transaction, on February 13, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Incorporation to change its corporate name from “Renovaro Biosciences Inc.” to “Renovaro Inc.”, effective immediately. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Business | Business |
Going Concern | Going Concern 257,733,402 11,355,216 |
Basis of Presentation | Basis of Presentation |
Consolidation | Consolidation |
Accounting Estimates | Accounting Estimates |
Functional Currency & Foreign Currency Translation | Functional Currency & Foreign Currency Translation |
Cash and Cash Equivalents | Cash and Cash Equivalents 91,387 1,526,990 |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets Definite life intangible assets include 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”. Definite life intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Definite life intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application. Indefinite life intangible assets include license agreements and goodwill. The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment, as well as whenever events or changes in circumstances indicate the carrying value may not be recoverable. |
Goodwill | Goodwill th |
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 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 December 31, 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 for 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. |
Leases | Leases 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 operating expenses in the condensed 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 unaudited condensed 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 6.) |
Research and Development Expenses | Research and Development Expenses 620,521 1,187,165 Research and development expenses for the three and six months ended December 31, 2022, amounted to $ 325,959 2,931,334 |
Income Taxes | Income Taxes |
Loss Per Share | Loss Per Share |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 0 419,182 |
Stock Options and Restricted Share Units | Stock Options and Restricted Share Units |
Stock-Based Compensation | Stock-Based Compensation 999,228 1,983,057 819,955 1,845,963 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment Useful Life December 31, 2023 June 30, 2023 Lab Equipment and Instruments 4 7 $ 617,882 $ 576,298 Leasehold Improvements 10 224,629 224,629 Furniture, Fixtures and Equipment 4 7 172,861 172,861 Total 1,015,372 973,788 Less Accumulated Depreciation (518,476 ) (464,799 ) Net Property and Equipment $ 496,896 $ 508,989 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful Life June 30, Period Change Effect of Currency Translation December 31, Definite Life Intangible Assets Patents 20 $ 290,936 $ — $ 3,488 $ 294,424 Less Accumulated Amortization (251,260 ) (6,745 ) (3,778 ) (261,783 ) Net Definite-Life Intangible Assets $ 39,676 $ (6,745 ) $ (290 ) $ 32,641 Indefinite Life Intangible Assets License Agreement $ 42,611,000 — — $ 42,611,000 Goodwill 11,640,000 — — 11,640,000 Total Indefinite Life Intangible Assets $ 54,251,000 — — $ 54,251,000 |
Schedule of expected future amortization expense | Schedule of expected future amortization expense Year ending June 30, 2024 $ 2,059 2025 10,194 2026 10,194 2027 10,194 Total $ 32,641 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of lease commitments | Schedule of lease commitments Year Ending June 30 th Lease Expense 2024 123,602 2025 253,384 2026 260,985 2027 268,815 2028 45,021 Sub-total 951,807 Less imputed interest (69,504 ) Total $ 882,303 |
Schedule of net operating lease expenses | Schedule of net operating lease expenses For the Three Months Ended For the Six Months Ended December 31, December 31, 2023 2022 2023 2022 Operating Lease Expense $ 60,922 $ 96,730 $ 129,664 $ 140,660 Sub lease Income — (53,310 ) — (106,620 ) Total Net Lease Expense $ 60,922 $ 43,420 $ 129,664 $ 34,040 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Dec. 31, 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 Inc. Expected term (in years) 5.0 6.5 Volatility 84.33 106.60 Risk free interest rate 3.12 4.83 Dividend yield 0 |
Schedule of stock options outstanding | Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Price Ranges Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.45 4.50 1,798,356 8.60 $ 2.12 883,777 8.01 $ 2.50 $ 4.51 6.50 2,535,360 7.15 $ 4.89 1,834,769 6.95 $ 5.01 $ 6.51 12.00 796,393 6.69 $ 8.03 715,283 6.53 $ 8.01 Total 5,130,110 7.58 $ 4.41 3,433,830 7.14 $ 4.99 |
Schedule of stock option activity | Schedule of stock option activity Shares Weighted Average Exercise Average Remaining Life Weighted Average Intrinsic Outstanding at beginning of period 4,401,211 $ 4.78 7.82 $ — Granted 735,899 $ 2.19 Exercised — $ — Forfeited — $ — Expired/Canceled (7,000 ) $ 6.98 Outstanding at end of period 5,130,110 $ 4.41 7.58 $ — Exercisable at end of period 3,433,830 $ 4.99 7.14 $ 1,996,039 |
Schedule of common stock purchase warrants outstanding | Schedule of common stock purchase warrants outstanding Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 0.53 2,359,266 4.49 2,359,266 4.49 $ 0.65 2,279,105 3.44 2,279,105 3.44 $ 1.14 1,189,036 4.23 1,189,036 4.23 Total 5,827,407 4.03 $ 0.70 5,827,407 4.03 $ 0.70 |
Schedule of warrants outstanding | Schedule of warrants outstanding Shares Weighted Average Exercise Weighted Average Remaining Outstanding at beginning of period 3,548,302 $ 0.73 4.80 Granted 2,805,050 $ 0.65 3.44 Exercised (525,945 ) $ 0.65 — Cancelled/Expired — $ — — Outstanding and exercisable at end of period 5,827,407 $ 0.70 4.03 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | |||||
Accumulated deficit | $ 257,733,402 | $ 257,733,402 | $ 244,029,253 | ||
Working capital deficit | 11,355,216 | 11,355,216 | |||
Cash held in financial institutions | 91,387 | 91,387 | 1,526,990 | ||
Goodwill impairment loss | 18,960,000 | ||||
Carrying value of IPR&D | 42,611,000 | 42,611,000 | 42,611,000 | ||
Goodwill | 11,640,000 | 11,640,000 | $ 11,640,000 | ||
Research and development expense | 620,521 | $ 325,959 | 1,187,165 | $ 2,931,334 | |
Loss on extinguishment of the contingent consideration liability | 0 | 419,182 | |||
Stock based compensation costs for vesting of options and RSUs granted | $ 999,228 | $ 819,955 | $ 1,983,057 | $ 1,845,963 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Net loss | $ 4,529,121 | $ 9,175,028 | $ 4,457,748 | $ 7,699,760 | $ 13,704,149 | $ 12,157,508 | |
Cash and cash equivalents | 243,980 | 243,980 | $ 1,874,480 | ||||
Accumulated deficit | 257,733,402 | 257,733,402 | $ 244,029,253 | ||||
Working capital deficit | $ 11,355,216 | $ 11,355,216 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 18, 2023 | Aug. 11, 2023 | |
Notes Receivable | |||||
Promissory notes amount | $ 500,000 | $ 550,000 | |||
Promissory notes amount total | $ 1,050,000 | $ 1,050,000 | |||
Accrued interest rate | 6% | ||||
Accrued interest value | $ 15,750 | $ 23,625 | |||
Notes receivable value | $ 1,073,625 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,015,372 | $ 973,788 |
Less Accumulated Depreciation | (518,476) | (464,799) |
Net Property and Equipment | 496,896 | 508,989 |
Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 617,882 | 576,298 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 10 years | |
Total | $ 224,629 | 224,629 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 172,861 | $ 172,861 |
Minimum [Member] | Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 4 years | |
Maximum [Member] | Lab Equipment And Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 7 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 27,198 | $ 27,338 | $ 53,677 | $ 54,253 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | ||
Effect of Currency Translation | (290) | |
Definite-life intangible assets | 32,641 | $ 39,676 |
Definite-life intangible assets period change | (6,745) | |
Indefinite Life Intangible Assets | $ 54,251,000 | 54,251,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | |
Definite-life intangible assets | $ 294,424 | 290,936 |
Period Change | ||
Effect of Currency Translation | 3,488 | |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | (6,745) | |
Effect of Currency Translation | (3,778) | |
Definite-life intangible assets | (261,783) | (251,260) |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | ||
Indefinite Life Intangible Assets | 42,611,000 | 42,611,000 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Period Change | ||
Indefinite Life Intangible Assets | $ 11,640,000 | $ 11,640,000 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details 1) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 2,059 | |
2025 | 10,194 | |
2026 | 10,194 | |
2027 | 10,194 | |
Total | $ 32,641 | $ 39,676 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | |||||
Definite-life intangible assets | $ 32,641 | $ 32,641 | $ 39,676 | ||
Amortization expense | $ 5,964 | $ 1,507 | $ 6,745 | $ 2,993 | |
In Process Research and Development [Member] | |||||
Indefinite-Lived Intangible Assets [Line Items] | |||||
Impairment loss | $ 18,960,000 |
LEASES (Details)
LEASES (Details) | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 123,602 |
2025 | 253,384 |
2026 | 260,985 |
2027 | 268,815 |
2028 | 45,021 |
Sub-total | 951,807 |
Less imputed interest | (69,504) |
Total | $ 882,303 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||||
Operating Lease Expense | $ 60,922 | $ 96,730 | $ 129,664 | $ 140,660 |
Sub lease Income | (53,310) | (106,620) | ||
Total Net Lease Expense | $ 60,922 | $ 43,420 | $ 129,664 | $ 34,040 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Apr. 30, 2023 | Jun. 20, 2022 | Jun. 19, 2018 | Nov. 13, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
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, Renovaro entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease 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 for the first year 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, a California limited liability company, as landlord, (the “Landlord”) pursuant to which the Company agreed to lease from the Landlord approximately 2,325 rentable square feet. The base rent 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 | 3 years 8 months 1 day | 3 years 8 months 1 day | ||||||
Weighted-average discount rate | 4.03% | 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 and would increase 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 | |||||||
Operating lease payments | $ 62,573 | $ 96,581 | $ 123,796 | $ 241,042 | ||||
Operating lease expense | 60,922 | 96,730 | 129,664 | 140,660 | ||||
Cash payments | 241,042 | 241,042 | ||||||
Accrual payments related to the termination of lease | 77,242 | |||||||
General and Administrative Expense [Member] | ||||||||
Lease expense | $ 60,922 | $ 43,420 | $ 129,664 | $ 34,040 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||
Feb. 05, 2024 | Jan. 31, 2024 | Jan. 12, 2024 | Jan. 11, 2024 | Jan. 02, 2024 | Nov. 30, 2023 | Nov. 03, 2023 | Aug. 01, 2023 | Jun. 26, 2023 | Dec. 30, 2022 | May 17, 2022 | Mar. 30, 2020 | Feb. 06, 2020 | Oct. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 11, 2021 | |
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 2,105,263 | $ 560,000 | $ 560,000 | ||||||||||||||||
Gross proceeds | $ 2,540,000 | ||||||||||||||||||
Bear interest percentage | 12% | 12% | |||||||||||||||||
Conversion price | $ 3.38 | $ 3.38 | |||||||||||||||||
Principal outstanding balance | $ 540,000 | $ 540,000 | |||||||||||||||||
Original issue discount promissory note percentage | 5% | ||||||||||||||||||
Common Stock and receives gross proceeds | $ 10,000,000 | ||||||||||||||||||
Offering price per share percentage | 95% | ||||||||||||||||||
Floor of per share | $ 4.50 | ||||||||||||||||||
Prepayment shares | 169,020 | ||||||||||||||||||
Number of shares issued, value | $ 204,392 | ||||||||||||||||||
Prepaid interest | 174,090 | ||||||||||||||||||
Accrued interest amount | $ 30,302 | ||||||||||||||||||
Stock issued for debt conversion | 1,200,000 | ||||||||||||||||||
Interest expense | 274,984 | $ 92,892 | 454,255 | 188,477 | |||||||||||||||
Amended and restated secured notes balance | 0 | 0 | |||||||||||||||||
Gross proceeds original issue discount rate | 5% | ||||||||||||||||||
Issuance of common stock | $ 299,178 | ||||||||||||||||||
Number of shares issued | 47,115 | ||||||||||||||||||
Proceeds from private placement | $ 500,000 | 2,000,000 | |||||||||||||||||
Monthly instalments amount | $ 77,127 | ||||||||||||||||||
Down payment amount | $ 235,000 | 235,000 | 300,000 | 422,183 | 466,625 | ||||||||||||||
Total interest expense | 0 | 5,256 | |||||||||||||||||
Accrued Expenses [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Accrued interest expense | 20,000 | ||||||||||||||||||
Other Current Liabilities [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Rate of interest | 7.90% | ||||||||||||||||||
Principal amount | $ 906,834 | ||||||||||||||||||
Bridge Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Net of debt discount | 1,000,000 | 1,000,000 | |||||||||||||||||
Interest Expense [Member] | Promissory Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt discount | 120,013 | $ 74,621 | 285,036 | 149,242 | |||||||||||||||
Interest Expense [Member] | Bridge Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of debt discount | 50,000 | $ 50,000 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Stock issued for debt conversion, shares | 1,132,075 | ||||||||||||||||||
Convertible Notes Payables [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||
Share price | $ 1.03 | ||||||||||||||||||
Interest expense | $ 0 | $ 18,272 | |||||||||||||||||
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 | $ 1,000,000 | $ 5,000,000 | |||||||||||||||||
Gross proceeds | $ 950,000 | ||||||||||||||||||
Original issue discount promissory note percentage | 5% | ||||||||||||||||||
Discount accreted | $ 50,000 | ||||||||||||||||||
Maturity date | Jan. 01, 2024 | Nov. 30, 2021 | |||||||||||||||||
Interest rate | 12% | 6% | |||||||||||||||||
Stock issued for debt conversion | $ 501,370 | ||||||||||||||||||
Stock issued for debt conversion, shares | 188,485 | ||||||||||||||||||
Gross proceeds original issue discount rate | 5% | ||||||||||||||||||
Issuance of common stock | $ 493,192 | ||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity date | Nov. 30, 2023 | ||||||||||||||||||
Net of debt discount | 2,940,000 | 2,940,000 | |||||||||||||||||
Issuance of common stock | $ 493,192 | ||||||||||||||||||
Rate of interest | 6% | ||||||||||||||||||
Number of shares issued | 74,054 | ||||||||||||||||||
Market price | $ 298,178 | ||||||||||||||||||
Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Rate of interest | 6% | ||||||||||||||||||
Promissory Note [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Rate of interest | 12% | ||||||||||||||||||
Note 2023 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Gross proceeds | $ 2,000,000 | ||||||||||||||||||
Original issue discount percentage | 5% | ||||||||||||||||||
Discount accreted | $ 105,263 | ||||||||||||||||||
Bear interest percentage | 12% | ||||||||||||||||||
Maturity date | Sep. 05, 2024 | ||||||||||||||||||
Amortization of debt discount | 26,637 | 29,379 | |||||||||||||||||
Accrued interest expense | 64,583 | ||||||||||||||||||
Net of debt discount | $ 2,029,379 | 2,029,379 | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Gross proceeds | $ 100,000 | $ 125,000 | $ 500,000 | ||||||||||||||||
Conversion price | $ 3.38 | ||||||||||||||||||
Original issue discount promissory note percentage | 5% | ||||||||||||||||||
Bear interest percentage | 12% | 12% | 12% | 12% | |||||||||||||||
Maturity date | Mar. 01, 2024 | Dec. 29, 2024 | Jan. 11, 2025 | Mar. 01, 2024 | |||||||||||||||
Gross proceeds original issue discount rate | 5% | ||||||||||||||||||
Note payable | $ 1,000,000 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Gross proceeds | $ 540,000 | ||||||||||||||||||
Share price | $ 0.0001 | ||||||||||||||||||
Number of shares issued | 70,126 | 567,588 | |||||||||||||||||
Warrants purchased | $ 283,794 | ||||||||||||||||||
Warrant purchase price | $ 0.53 | ||||||||||||||||||
Proceeds from private placement | $ 300,822 | ||||||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Gross proceeds | $ 20,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Enochian Biosciences [Member] | 6 Months Ended |
Dec. 31, 2023 | |
Dividend yield | 0% |
Minimum [Member] | |
Expected term (in years) | 5 years |
Volatility | 84.33% |
Risk free interest rate | 3.12% |
Maximum [Member] | |
Expected term (in years) | 6 years 6 months |
Volatility | 106.60% |
Risk free interest rate | 4.83% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 6 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Number share option outstanding | 5,130,110 | 4,401,211 |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 7 years 6 months 29 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.41 | $ 4.78 |
Options Exercisable | 3,433,830 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 7 years 1 month 20 days | |
Options Exercisable, Weighted Average Exercise Price | $ 4.99 | |
Exercise Price Range 1 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices, Lower | 0.45 | |
Exercise Prices, Upper | $ 4.50 | |
Number share option outstanding | 1,798,356 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 7 months 6 days | |
Options Outstanding, Weighted Average Exercise Price | $ 2.12 | |
Options Exercisable | 883,777 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 8 years 3 days | |
Options Exercisable, Weighted Average Exercise Price | $ 2.50 | |
Exercise Price Range 2 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices, Lower | 4.51 | |
Exercise Prices, Upper | $ 6.50 | |
Number share option outstanding | 2,535,360 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 7 years 1 month 24 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4.89 | |
Options Exercisable | 1,834,769 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 6 years 11 months 12 days | |
Options Exercisable, Weighted Average Exercise Price | $ 5.01 | |
Exercise Price Range 3 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices, Lower | 6.51 | |
Exercise Prices, Upper | $ 12 | |
Number share option outstanding | 796,393 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 6 years 8 months 8 days | |
Options Outstanding, Weighted Average Exercise Price | $ 8.03 | |
Options Exercisable | 715,283 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 6 years 6 months 10 days | |
Options Exercisable, Weighted Average Exercise Price | $ 8.01 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Share-Based Payment Arrangement, Option [Member] - USD ($) | 6 Months Ended |
Dec. 31, 2023 | |
Option Indexed to Issuer's Equity [Line Items] | |
Options Outstanding at beginning of period | 4,401,211 |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 4.78 |
Weighted Average remaining life | 7 years 9 months 25 days |
Weighted Average Intrinsic Value, Outstanding at beginning of period | |
Granted | 735,899 |
Weighted average exercise price, Granted | $ 2.19 |
Exercised | |
Weighted average exercise price, Exercised | |
Forfeited | |
Weighted Average Exercise Price, Forfeited | |
Cancelled/Expired | (7,000) |
Weighted Average Exercise Price, Expired | $ 6.98 |
Options Outstanding at end of period | 5,130,110 |
Weighted Average Exercise Price, Outstanding at ending of period | $ 4.41 |
Weighted Average remaining life | 7 years 6 months 29 days |
Weighted Average Intrinsic Value, Outstanding at end of period | |
Options Exercisable | 3,433,830 |
Weighted Average Exercise Price, Exercisable at ending of period | $ 4.99 |
Weighted Average Remaining Life, Exercisable | 7 years 1 month 20 days |
Weighted Average Intrinsic Value, Exercisable end of period | $ 1,996,039 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Common Stock Purchase Warrants [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Number share option outstanding | 5,827,407 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 10 days | 4 years 9 months 18 days |
Options Exercisable | 5,827,407 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 4 years 10 days | |
Options Outstanding, Weighted Average Exercise Price | $ 0.70 | |
Options Exercisable, Weighted Average Exercise Price | 0.70 | |
Exercise Price Range 1 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 0.53 | |
Number share option outstanding | 2,359,266 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 5 months 26 days | |
Options Exercisable | 2,359,266 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 4 years 5 months 26 days | |
Exercise Price Range 2 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 0.65 | |
Number share option outstanding | 2,279,105 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 3 years 5 months 8 days | |
Options Exercisable | 2,279,105 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 3 years 5 months 8 days | |
Exercise Price Range 3 [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise Prices | $ 1.14 | |
Number share option outstanding | 1,189,036 | |
Options Outstanding, Weighted Average Remaining Contractual Life (years) | 4 years 2 months 23 days | |
Options Exercisable | 1,189,036 | |
Options Exercisable, Weighted Average Remaining Contractual Life (years) | 4 years 2 months 23 days |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Common Stock Purchase Warrants [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Outstanding at beginning of period | 3,548,302 | |
Weighted average exercise price, Outstanding at beginning of period | $ 0.73 | |
Weighted Average remaining life, Outstanding | 4 years 10 days | 4 years 9 months 18 days |
Granted | 2,805,050 | |
Weighted average exercise price, Granted | $ 0.65 | |
Weighted Average remaining life, Granted | 3 years 5 months 8 days | |
Exercised | (525,945) | |
Weighted average exercise price, Exercised | $ 0.65 | |
Cancelled/Expired | ||
Weighted average exercise price, Expired | ||
Outstanding at end of period | 5,827,407 | 3,548,302 |
Weighted average exercise price, Outstanding at end of period | $ 0.70 | $ 0.73 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Dec. 04, 2023 | Oct. 23, 2023 | Aug. 01, 2023 | Sep. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 20, 2023 | Jun. 20, 2022 | May 17, 2022 | Feb. 06, 2014 | |
Class of Stock [Line Items] | |||||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares issued | 561,010 | 561,010 | 0 | ||||||||||
Preferred stock, shares outstanding | 561,010 | 561,010 | 0 | ||||||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 67,224,089 | 67,224,089 | 63,698,144 | ||||||||||
Common stock, shares outstanding | 67,224,089 | 67,224,089 | 63,698,144 | ||||||||||
Obligation to purchase | $ 20,000,000 | ||||||||||||
Number of shares issued | 47,115 | ||||||||||||
Issuance of common stock shares | 525,945 | ||||||||||||
Issuance of common stock shares, value | $ 341,865 | ||||||||||||
Common stock reserved for issuance | 17,414 | 17,414 | 17,414 | ||||||||||
Common stock issued | 0 | 0 | |||||||||||
Stock based compensation expense | $ 465,372 | $ 819,955 | $ 1,449,201 | $ 1,845,963 | |||||||||
Unrecognized compensation cost | 1,216,469 | 1,216,469 | |||||||||||
Intrinsic value | 1,996,039 | 1,996,039 | |||||||||||
stock-based compensation expense | 999,228 | $ 819,955 | 1,983,057 | $ 1,845,963 | |||||||||
Restricted Stock Awards [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
stock-based compensation expense | $ 533,856 | $ 533,856 | |||||||||||
Restricted stock awards | 1,000,000 | ||||||||||||
Restricted stock vesting period | 3 years | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares forfeited | |||||||||||||
Number of exercisable shares outstanding | 3,433,830 | 3,433,830 | |||||||||||
Total intrinsic value of options exercisable | $ 1,996,039 | $ 1,996,039 | |||||||||||
Common Stock Purchase Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of exercisable shares outstanding | 5,827,407 | 5,827,407 | |||||||||||
Common stock purchase warrants exercisable outstanding | 5,827,407 | 5,827,407 | |||||||||||
Total intrinsic value of options exercisable | $ 14,385,550 | $ 14,385,550 | |||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Option granted | 0 | 0 | 0 | 184,800 | |||||||||
Shares forfeited | 0 | 18,960 | |||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Option granted | 0 | 0 | 0 | 73,200 | |||||||||
Shares forfeited | 0 | 12,640 | |||||||||||
Equity Incentive Plan 2014 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock reserved for issuance | 1,206,000 | ||||||||||||
Plan Options [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Option granted | 6,268,078 | ||||||||||||
Options available to be issued | 4,913,616 | ||||||||||||
Dan Drit Denmark [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares outstanding | 167,639 | 167,639 | |||||||||||
Employees [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Option granted | 16,500 | 178,000 | 366,500 | 178,000 | |||||||||
Board Of Directors And Scientific Advisory Board [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Option granted | 124,293 | 159,959 | 343,399 | 210,917 | |||||||||
Board Of Directors And Scientific Advisory Board 1 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Option granted | 0 | 0 | 26,000 | 0 | |||||||||
Shares forfeited | 7,000 | 7,000 | |||||||||||
Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 696,021 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock designated shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, shares issued | 561,010 | 561,010 | 0 | ||||||||||
Preferred stock, shares outstanding | 561,010 | 561,010 | 0 | ||||||||||
Preferred Stock Issuances [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, par value | $ 7.13 | ||||||||||||
Number of shares issued | 280,505 | ||||||||||||
Closed private placement units | 280,505 | ||||||||||||
aggregate proceeds | $ 2,000,000 | ||||||||||||
Conversion of promissory note | $ 2,000,000 | ||||||||||||
Aggregate preferred stock shares | 561,010 | ||||||||||||
Aggregate common stock shares | 5,610,100 | ||||||||||||
Warrants sold | 2,805,050 | 2,805,050 | |||||||||||
Exercise price | $ 0.65 | ||||||||||||
Common Stock Issuances [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock shares | 2,000,000 | ||||||||||||
Advisory Services [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock shares | 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Sep. 10, 2021 | Feb. 06, 2020 | Jan. 31, 2020 | Jul. 09, 2018 | Aug. 25, 2021 | Jan. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2023 | Sep. 28, 2023 | Jun. 30, 2023 | Nov. 15, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Consulting expenses | $ 130,000 | ||||||||||
Up-front payment | $ 10,000,000 | ||||||||||
Payment for expenditures | $ 760,000 | ||||||||||
Initial payment | $ 600,000 | $ 600,000 | |||||||||
Remaining shares | 17,414 | 17,414 | 17,414 | ||||||||
Number of shares issued for shareholders | 0 | 0 | |||||||||
Purchase agreement description | On January 25, 2024, the Shareholders of Renovaro approved the issuance of Renovaro Shares in connection with the Transaction and the increase in the Company’s authorized shares eligible for issuance from 110,000,000 equity shares to 360,000,000 equity shares, that includes an increase in Common Stock eligible for issuance from 100,000,000 to 350,000,000 shares, and 10,000,000 shares of preferred stock eligible for issuance. | ||||||||||
Stock Purchase Agreement [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Equity interests | 100% | ||||||||||
G Tech [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Monthly consulting fee | $ 25,000 | ||||||||||
G Tech [Member] | License Agreement [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Payment for license | $ 1,200,000 | $ 1,200,000 | |||||||||
Royalty Percentage | 2% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Nov. 03, 2023 | Aug. 01, 2023 | Jun. 26, 2023 | Mar. 30, 2020 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 05, 2023 | May 17, 2022 | |
Debt Instrument [Line Items] | |||||||||
Original issue discount promissory note percentage | 5% | ||||||||
Principal amount | $ 560,000 | $ 2,105,263 | |||||||
Gross proceeds | 2,540,000 | ||||||||
Gross proceeds original issue discount rate | 5% | ||||||||
Shares issued | 47,115 | ||||||||
Share price per share | $ 7.13 | ||||||||
Proceeds from private placement | $ 500,000 | $ 2,000,000 | |||||||
Conversion of shares value | $ 2,000,000 | ||||||||
Conversion of shares, shares | 280,505 | ||||||||
Issuance of shares vested, description | As compensation for these services, the Company will issue Mr. Miller 1,000,000 shares of restricted stock, 166,667 of which will vest in 2024, 444,444 will vest in 2025, and 388,889 will vest in 2026, subject to Mr. Miller’s continued service through each applicable vesting date. | ||||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Restricted shares | 0 | 1,000,000 | |||||||
Private Placement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross proceeds | $ 540,000 | ||||||||
Shares issued | 70,126 | 567,588 | |||||||
Proceeds from private placement | $ 300,822 | ||||||||
Note Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Original issue discount promissory note percentage | 5% | ||||||||
Principal amount | $ 1,000,000 | $ 5,000,000 | |||||||
Gross proceeds | $ 950,000 | ||||||||
Gross proceeds original issue discount rate | 5% | ||||||||
Discount accreted | $ 50,000 | ||||||||
Interest rate | 12% | ||||||||
Debt maturity period | Jan. 01, 2024 | Nov. 30, 2021 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | |||||||||
Feb. 05, 2024 | Feb. 01, 2024 | Jan. 12, 2024 | Jan. 11, 2024 | Jan. 02, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 03, 2023 | Oct. 05, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Original issue discount promissory note percentage | 5% | |||||||||
Convertible promissory note | $ 2,569,379 | |||||||||
Gross proceeds | $ 2,540,000 | |||||||||
Gross proceeds original issue discount rate | 5% | |||||||||
Conversion price per share | $ 3.38 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Note payable | $ 1,000,000 | |||||||||
Debt maturity period | Mar. 01, 2024 | Dec. 29, 2024 | Jan. 11, 2025 | Mar. 01, 2024 | ||||||
Original issue discount promissory note percentage | 5% | |||||||||
Convertible promissory note | $ 105,263 | $ 125,000 | $ 460,000 | $ 526,315 | ||||||
Gross proceeds | $ 100,000 | $ 125,000 | $ 500,000 | |||||||
Gross proceeds original issue discount rate | 5% | |||||||||
Interest rate | 12% | 12% | 12% | 12% | ||||||
Conversion price per share | $ 3.38 | |||||||||
Stock issue, Description | the total number of shares of capital stock which the Company shall have the authority to issue to issue is three hundred sixty million (360,000,000). These shares shall be divided into two classes with three hundred fifty million (350,000,000) shares designated as common stock at $.0001 par value (the “Common Stock”) and ten million (10,000,000) shares designated as preferred stock at $.0001 par value (the “Preferred Stock”.) | |||||||||
Original issue discount percentage | 5% |