ENOB Enochian Biosciences Inc

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

Renovaro Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

29350E 104

(CUSIP Number)

 

Rene Sindlev Stumpedyssevej 17 2970 Hørsholm Denmark Tel: +45 3133 4811

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 13, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

 

See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

CUSIP No.

29350E 104

 

1	NAME OF REPORTING PERSON   Rene Sindlev
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Denmark

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   47,140
	8	SHARED VOTING POWER   14,898,831 (1)
	9	SOLE DISPOSITIVE POWER   47,140
	10	SHARED DISPOSITIVE POWER   14,898,831 (1)

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,945,971 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.28%(2)
14	TYPE OF REPORTING PERSON   IN

 

(1) The total number of shares represents (i) 47,140 shares of common stock underlying stock options currently exercisable owned of record by Mr. Sindlev and (ii) 32,609 shares of common stock underlying stock options currently exercisable (iii) 13,133,598 shares of common stock, and (iv) 1,732,624 warrants to purchase shares of common stock owned by RS Bio ApS. Mr. Sindlev is the Chief Executive Officer and sole owner of RS Bio ApS, consequently, he may be deemed the beneficial owner of the shares.

 

(2) The percentage reported in this Schedule 13D is based upon 143,668,372 shares of common stock outstanding of Renovaro Inc. (formerly known as Renovaro Biosciences Inc.) (the “Issuer”) as of February 13, 2024, plus 1,732,624 shares of common stock of the Issuer that are issuable upon exercise of warrants owned by the Reporting Persons.

 

 

CUSIP No.

29350E 104

 

1	NAME OF REPORTING PERSON   RS Bio ApS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Denmark

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   14,898,831 (1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   14,898,831 (1)

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,898,831 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.25%(2)
14	TYPE OF REPORTING PERSON   OO

 

(1) The total number of shares represents (i) 32,609 shares of common stock underlying stock options currently exercisable, (ii) 13,133,598 shares of common stock, and (ii) 1,732,624 warrants to purchase shares of common stock owned by RS Bio ApS. Mr. Sindlev is the Chief Executive Officer and sole owner of RS Bio ApS, consequently, he may be deemed the beneficial owner of the shares.

 

(2) The percentage reported in this Schedule 13D is based upon 143,668,372 shares of common stock outstanding of the Issuer as of February 13, 2024, plus 1,732,624 shares of common stock of the Issuer that are issuable upon exercise of warrants owned by the Reporting Persons.

 

 

AMENDMENT NO. 11 SCHEDULE 13D

 

This Amendment No. 11 to Schedule 13D (this “Amendment”) is filed on behalf of RS Bio ApS (“RS Bio”) and Rene Sindlev. Mr. Sindlev and RS Bio are collectively, the “Reporting Persons”. This Amendment modified the Amendment No. 10 to Schedule 13D filed by RS Bio and Mr. Sindlev on January 24, 2024 (the “Prior 13D”).

 

This Amendment is being filed to report that, since the filing of the Prior 13D, a material change occurred in the percentage of shares beneficially owned by the Reporting Persons due to the change in shares outstanding per the Issuer’s Current Report on Form 8-K filed on February 14, 2024 (the “Form 8-K”).

 

This Amendment also reflects the automatic conversion of 70,126 shares of Series A Convertible Preferred Stock of the Issuer held by RS Bio into 701,260 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Issuer on February 13, 2023, in connection with the closing of the Issuer’s acquisition of GEDi Cube Intl Ltd., as previously disclosed in the Form 8-K. Lastly, this Amendment reflects the transfer of 32,609 stock options currently exercisable from Rene Sindlev to RS Bio.

 

Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Prior 13D. Except as expressly amended and supplemented by this Amendment, the Prior 13D is not amended or supplemented in any respect, and the disclosures set forth in the Prior 13D, other than as amended herein are incorporated by reference herein.

 

Item 1. Security and Issuer

 

This Schedule 13D relates to the Common Stock of Renovaro Inc. (previously known as Renovaro Biosciences Inc.), whose principal executive offices are located at 2080 Century City East, Suite 906, Los Angeles, CA 90067.

 

Item 4. Purpose of the Transaction

 

Item 4 is hereby amended and modified to include the following (which shall be in addition to the information previously included in the Prior 13D):

 

This Amendment is being filed to report that, since the filing of the Prior 13D, a material change occurred in the percentage of shares beneficially owned by the Reporting Persons due to the change in shares outstanding per the Issuer’s Current Report on Form 8-K filed on February 14, 2024.

 

This Amendment also reflects the automatic conversion of 70,126 shares of Series A Convertible Preferred Stock of the Issuer held by RS Bio into 701,260 shares of Common Stock of the Issuer on February 13, 2023, in connection with the closing of the Issuer’s acquisition of GEDi Cube Intl Ltd., as previously disclosed in the Form 8-K. Lastly, this Amendment reflects the transfer of 32,609 stock options currently exercisable from Rene Sindlev to RS Bio.

 

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and modified to include the following:

 

(a) and (b).

 

The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. Mr. Sindlev has the sole power to direct the voting and/or disposition of the shares of Common Stock owned by RS Bio.

 

(c) Other than as reported on the Prior 13D, the Reporting Persons have not effected any transactions in the Common Stock in the last 60 days.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 1 Joint Filing Agreement

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2024

 

	/s/ Rene Sindlev
	Rene Sindlev
	RS BIO APS
	By:	/s/ Rene Sindlev
	Name:	Rene Sindlev
	Title:	Chief Executive Officer

 

 

 

EXHIBIT 1

 

Joint Filing Agreement

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such Schedule 13D with respect to the Common Stock of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 16, 2024.

 

RENE SINDLEV			RS BIO APS
By:	/s/ Rene Sindlev		By:	/s/ Rene Sindlev
	Rene Sindlev			Name:	Rene Sindlev
				Title:	Chief Executive Officer

 

 

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