Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 14)*

Renovaro Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

29350E 104

(CUSIP Number)

William Anderson Wittekind

8581 Santa Monica Blvd. #317

West Hollywood, CA 90069

(424) 235-1810

with a copy to:

Patrick T. McCloskey

McCloskey Law PLLC

425 Madison Avenue, Suite 1700

New York, NY 10017

(646) 970.0611

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

February 14, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

CUSIP No. 29350E104

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).

		William Anderson Wittekind

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Source of Funds (See Instructions) OO

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization United States


Number of	7.	Sole Voting Power 6,429,824¹
Shares Bene-
ficially by	8.	Shared Voting Power 12,526,552²
Owned by Each
Reporting	9.	Sole Dispositive Power 6,429,824¹
Person With

10.

Shared Dispositive Power 12,526,552²

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 18,956,376

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.

Percent of Class Represented by Amount in Row (11) 13.2³

14.

Type of Reporting Person (See Instructions)
I

_____________________________

¹ Consists of (a) 3,615,757 shares owned by William Anderson Wittekind (“Wittekind”); (b) 1,313,499 shares owned by Weird Science LLC (“Weird Science”); (c) 633,921 shares owned by the William Anderson Wittekind 2020 Annuity Trust, a grantor retained annuity trust of which Wittekind is the sole trustee (the “Wittekind 2020 Annuity Trust”); (d) 450,568 shares owned by the Dybul 2020 Angel Annuity Trust, a grantor retained trust of which Wittekind is the sole trustee (the “Dybul 2020 Annuity Trust”); (e) 50,000 shares owned by the Ty Mabry 2021 Annuity Trust, a grantor retained annuity trust of which Wittekind is sole trustee (the “Mabry 2021 Annuity Trust”); and (f) 366,079 shares owned by the William Anderson Wittekind 2021 Annuity Trust, a grantor retained annuity trust of which Wittekind is the sole trustee (the “Wittekind 2021 Annuity Trust” and, together with the Wittekind 2020 Annuity Trust, the Dybul 2020 Annuity Trust and the Mabry 2021 Annuity Trust, the “Trusts”). In his capacity as the sole manager of Weird Science, Wittekind has sole voting and sole dispositive power over the shares owned by Weird Science. In his capacity as the sole trustee of the Trusts, Wittekind has sole voting power and sole dispositive power over the shares owned by the Trusts.

² Consists of 88,121 shares owned by Wittekind and Serhat Gumrukcu, Wittekind’s spouse (“Gumrukcu”), as joint tenants with a right of survivorship (“JTWROS”) and 12,438,431 shares owned by Gumrukcu, of which Wittekind shares voting power and dispositive power through a power of attorney dated June 24, 2022. Pursuant to an order of the United States District Court for the District of Vermont (the “Vermont District Court”) dated October 27 2023, the 12,438,431 shares owned by Gumrukcu are subject to a writ of attachment to secure the plaintiffs’ claim in The Estate of Gregory Davis et al. v. Serhat Daniel Gumrukcu (Civil Case No. 5:22-cv-123).

³ Based upon 143,668,372 shares of common stock outstanding as of February 14, 2024 as disclosed in the issuer’s Form 10-Q filed with the Commission on such date.

EXPLANATORY NOTE

This Amendment No. 14 amends the Schedule 13D filed by Weird Science LLC, a California limited liability company (“Weird Science”) and William Anderson Wittekind, a member and manager of Weird Science (“Wittekind”) with respect to the shares of common stock, par value $0.0001 per share (“Common Stock”) of Renovaro Inc. (the “Issuer”) received by Weird Science pursuant to that certain Agreement and Plan of Merger dated January 12, 2018 (the “Merger Agreement”) by and among the Issuer (then known as DanDrit BioTech USA, Inc.), DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Merger Sub”), Renovaro Biopharma, Inc., a Delaware corporation then known as Enochian Biopharma Inc. (“Target”), and Weird Science, in its capacity as the majority stockholder of the Target, as amended by Amendment No. 1, Amendment No. 2, Amendment 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and Amendment No. 13 thereto. Wittekind is the sole reporting person under this Amendment No. 14 to Schedule 13D (the “Reporting Person”).

Capitalized terms used but not defined in this Amendment No. 14 have the meanings given to such terms in the initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and Amendment No. 13 thereto.

Item 4.

Purpose of Transaction

The information in Item 6 of this Amendment No. 14 is hereby incorporated by reference into this Item 4.

Item 5.

Interests in Securities of the Issuer

(a)-(b) The information in Items 7-11 and Item 13 of the cover page of this Amendment No. 13, including the accompanying footnotes, is hereby incorporated by reference into this Item 5.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

GEDi Cube Acquisition

On February 14, 2024 the Issuer filed a Form 8-K reporting that it completed its acquisition of GEDi Cube Intl Ltd. (“GEDi Cube”) pursuant to that certain Stock Purchase Agreement dated September 28, 2023 by and among the Issuer, GEDi Cube shareholders party thereto as sellers, and Yalla Yalla Ltd. in its capacity as the sellers’ representative (the “Stock Purchase Agreement”). According to the Issuer’s Form 8-K and its Form 10-Q filed on February 14, 2024, due to the Issuer’s issuance of 70,834,183 shares of Common Stock pursuant to the Stock Purchase Agreement, the number of issued and outstanding shares of Common Stock was increased from 67,224,089 to 143,668,372. As a result, the beneficial ownership of the Reporting Person decreased from approximately 28.4% (as of the date of Amendment No. 13) to approximately 13.2%.

The Special Meeting of Stockholders

According to the Issuer’s Form 8-K filed on January 25, 2024, the Issuer held the special meeting of stockholders (“Special Meeting”) described in the Issuer’s proxy statement filed on January 3, 2024, as amended and supplemented (the “Proxy Statement”). Among other things, the Issuer sought stockholder approval at the Special Meeting to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock to a number sufficient to issue shares to the GEDi Cube shareholders under the Stock Purchase Agreement.

According to the Issuer’s press release attached to the Form 8-K filed on January 25, 2024, all matters put before the Issuer’s stockholders for consideration and approval at the Special Meeting were approved by the requisite number of votes cast at the Special Meeting.

Stockholder Derivative Complaint

On January 23, 2024 Weird Science and Wittekind filed a Verified Stockholder Derivative Complaint (the “Derivative Complaint”) in the United States District Court for the Central District of California (the “Central District of California”) against Rene Sindlev (“Sindlev”), the Chairperson of the Issuer’s board of directors (the “Board”), RS Group ApS, a Danish entity of which Sindlev is the sole owner (“RS Group”), RS Bio ApS, a Danish entity of which Sindlev is the sole owner (“RS Bio”), Henrik Gronfeldt-Sorensen, a former director and the former Chief Executive Officer of RS Group and RS Bio (“Gronfeldt-Sorensen”), Mark Dybul, a director and the Issuer’s Chief Executive Officer (“Dybul”); Gregg Alton, a director, Chair of the Board’s Nominating and Corporate Governance Committee and a member of the Board’s Audit Committee (“Alton”); James Sapirstein, a director, Chair of the Board’s Compensation Committee and a member of the Board’s Audit Committee (“Sapirstein”); Carol L. Brosgart, a director, a member of the Board’s Compensation Committee and a member of the Board’s Nominating and Corporate Governance Committee (“Brosgart”); Jayne McNicol, a director and Chair of the Board’s Audit Committee (“McNicol”); Ole Abildgaard (“Abildgaard”), the Chief Executive Officer and sole shareholder of Paseco ApS, a Danish entity and principal stockholder of the Issuer (“Paseco”); Karsten Ree (“Ree”), Karsten Ree Holding B ApS, a Danish entity (“Karsten Ree Holding B”), Karsten Ree Holding I ApS, a Danish entity (“Karsten Ree Holding I”); Torben Bjorn Christensen (“Christensen”), Po-Ma ApS, a Danish entity (“Po-Ma”), TBC Invest A/S (“TBC Invest”); K&L Gates LLP, the Issuer’s outside corporate legal counsel (“K&L Gates”); Clayton E. Parker, a partner at K&L Gates and the principal outside corporate lawyer for the Issuer (“Parker”); and Lincoln Park Capital Fund LLC, an Illinois limited liability company (“Lincoln Park”) and the purchaser under the Issuer’s $20,000,000 equity lines of credit signed on June 20, 2023 and July 8, 2020.

The Derivative Complaint alleges, among other things, that:

Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Dybul, Gronfeldt-Sorensen, Alton, Sapirstein, Brosgart, McNicol, K&L Gates, Parker and Lincoln Park violated Rules 10b-5(a) and (c) under the 1934 Act in connection with sales of the Issuer’s securities to RS Bio, Sindlev, Paseco, Abildgaard and Lincoln Park at grossly inadequate prices in exploitation of material non-public information (“MNPI”) to unjustly enrich such parties;

Sindlev, Dybul, Gronfeldt-Soresnsen, Alton, Sapirstein, Brosgart, McNicol, K&L Gates and Parker engaged in corporate waste and breached their fiduciary duties to the Issuer and its stockholders under Delaware law by authorizing and approving (i) sales of the Issuer’s securities to RS Bio, Sindlev, Paseco, Abildgaard and Lincoln Park at grossly inadequate prices in exploitation of MNPI to unjustly enrich such parties and (ii) sales of the Issuer’s securities to Abildgaard and/or Paseco in violation of the Issuer’s 2019 Equity Incentive Plan;

Sindlev, RS Bio, Abildgaard, Paseco and Lincoln Park were unjustly enriched as a result of their receipt of securities of the Issuer for grossly inadequate prices and, in the case of Abildgaard and/or Paseco, in violation of the Issuer’s 2019 Equity Incentive Plan;

Sindlev, Dybul, Gronfeldt-Sorenson, Alton, Sapirstein, Brosgart, McNicol, K&L Gates and Parker violated Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder in connection with the Issuer’s definitive proxy statement filed with the SEC on January 3, 2024, as supplemented by the Issuer’s proxy statement supplement that was filed with the SEC on January 16, 2024 (together, the “Proxy Statement”) by omitting material information related to (i) the Issuer’s waiver of a condition under the Stock Purchase Agreement that the Issuer’s board of directors obtain an opinion from an investment bank that, as of the closing date, the consideration to be issued to the shareholders of GEDi Cube under the Stock Purchase Agreement is fair, from a financial point of view, to the Issuer, (ii) the voting power of the shares owned by Paseco and stock compensation issued to Paseco in exchange for consulting services in connection with the Stock Purchase Agreement, and (iii) the automatic conversion of the Issuer’s Series A Preferred Stock immediately prior to the closing under the Stock Purchase Agreement; and

Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Ree, Karsten Ree Holding B, Karsten Ree Holding I, Christensen, Po-Ma and TBC Invest were in violation of Section 13(d) of the 1934 Act by failing to make the filings required by Section 13(d) and the SEC’s regulations promulgated thereunder disclosing their beneficial ownership of the Issuer’s common stock.

The Derivative Complaint seeks the following remedies:

Damages from Sindlev, RS Group, RS Bio, Abildgaard, Paseco and Lincoln Park to disgorge their ill-gotten gains at the expense of the Issuer and its stockholders, with any recovered damages going back to the Issuer;

Damages from Sindlev, Dybul, Gronfeldt-Sorensen, Alton, Sapirstein, Brosgart, McNicol, K&L Gates and Parker for corporate waste and their breaches of fiduciary duties to the Issuer and its stockholders, with any recovered damages going back to the Issuer;

Damages from Sindlev, RS Group, RS Bio, Abildgaard, Paseco and Lincoln Park for their unjust enrichment at the expense of the Issuer and its stockholders, with any recovered damages going back to the Issuer;

The Derivative Complaint also sought the following remedies:

Injunctive relief to cause the Issuer to supplement the Proxy Statement to cure the alleged violations of Section 14(a) of the 1934 Act and Rule 14a-9 thereunder; and

Injunctive relief to enjoin the Issuer from counting the securities beneficially owned by Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Ree, Karsten Ree Holding B, Karsten Ree Holding I, Christensen, Po-Ma and TBC Invest at the Special Meeting unless and until the filings required under Section 13(d) of the 1934 Act were made by the applicable parties.

The above summary of the Derivative Complaint is qualified in its entirety by the full text thereof, a copy of which is attached to this Amendment No. 14 as Exhibit 12.

Denial of the TRO Application

Also on January 23, 2024, Weird Science and Wittekind applied to the Central District of California for a temporary restraining order (the “TRO Application”) to obtain the injunctive relief sought in the Derivative Complaint. A copy of the TRO Application is attached to this Amendment No. 14 as Exhibit 13.

On January 24, 2024, legal counsel for the Issuer directors named as defendants in the Derivative Complaint filed an opposition to the TRO Application with the Central District of California. A copy of such opposition is attached to this Amendment No. 14 as Exhibit 14.

On January 24, 2024, the Central District of California issued an order denying the TRO Application. A copy of the order is attached to this Amendment No. 14 as Exhibit 15.

Amendment to Derivative Complaint

Based upon the Issuer’s announcement that all matters for which the Issuer was seeking stockholder approval at the Special Meeting were approved, Wittekind intends (in his individual capacity and in his capacity as the sole manager of Weird Science) to amend the Derivative Complaint to (a) withdraw the claims seeking injunctive relief for the Issuer to supplement the Proxy Statement and (b) withdraw the claims to enjoin the Issuer from counting the shares of the parties alleged to be in violation of Section 13(d) at the Special Meeting. However, Wittekind intends (in his individual capacity and in his capacity as the sole manager of Weird Science) to amend the Derivative Complaint to seek injunctive relief from the parties alleged to be in violation of Section 13(d) to cause such parties to file the required statements under Section 13(d) of the 1934 Act and the rules promulgated thereunder. Except for the foregoing, Wittekind intends (in his individual capacity and in his capacity as the sole manager of Weird Science) to prosecute all other claims as set forth in the Derivative Complaint.

Amended Investor Rights Complaint

On December 4, 2023, Weird Science and Wittekind (individually and in his capacity as the sole trustee of each of the Trusts) filed a First Amended Complaint in the Delaware Court of Chancery (the “First Amended Registration Rights Complaint”). In addition to the claims against the Issuer for breaching the registration rights provisions of the Investor Rights Agreement, the First Amended Registration Rights Complaint alleges that the Issuer breached the Rule 144 covenants contained in the Investor Rights Agreement and that Sindlev, RS Group, RS Bio, Abildgaard, Paseco, K&L Gates and Parker tortiously interfered with the rights of Weird Science, Wittekind and the Trusts under the Investor Rights Agreement and engaged in a fraudulent conspiracy to deprive Weird Science, Wittekind and the Trusts of their rights thereunder.

The above summary of the First Amended Registration Rights Complaint is qualified in its entirety by the full text thereof, a copy of which is attached to this Amendment No. 14 as Exhibit 16.

Resales of Common Stock

To the extent any shares of Common Stock owned by Weird Science, Wittekind or the Trusts are included in a registration statement that is filed by the Issuer and declared effective by the SEC (including, without limitation, the Form S-1 that the Issuer agreed to file to register resales by Lincoln Park pursuant to the Registration Rights Agreement between the Issuer and Lincoln Park dated June 20, 2023), Weird Science, Wittekind and the Trusts (as applicable) intend to resell shares under such registration statement(s) in accordance with the Investor Rights Agreement.

In addition, Wittekind expects to, and Wittekind may cause Weird Science and the Trusts to, resell shares of Common Stock from time to time in accordance with Rule 144 under the 1933 Act. Wittekind may, and Wittekind may cause Weird Science and the Trusts to, resell shares in private transactions.

Item 7.

Material to be Filed as Exhibits

Exhibit 12	Verified Stockholder Derivative Complaint filed in the United States District Court for the Central District of California – Western Division on January 23, 2024.

Exhibit 13	Ex Parte Application for Temporary Restraining Order and Order to Show Cause Why a Preliminary Injunction Should Not Issue filed in the United States District Court for the Central District of California – Western Division on January 23, 2024.

Exhibit 14	Opposition to Ex Parte Application for Temporary Restraining Order and Order to Show Cause Why a Preliminary Injunction Should Not Issue filed in the United States District Court for the Central District of California – Western Division on January 24, 2024.

Exhibit 15	Order of the United States District Court for the Central District of California (Case No. 2:24-cv-00645-HDV-MRW) Weird Science et al. v. Rene Sindlev et al., dated January 24, 2024.

Exhibit 16	First Amended Verified Complaint filed with the Delaware Chancery Court on December 4, 2023.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 14 is true, complete and correct.

Date: February 16, 2024

	/s/ William Anderson Wittekind
	WILLIAM ANDERSON WITTEKIND

Exhibit 12

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Megan A. Maitia, Bar No. 285271 megan@summaLLP.com Jennifer L. Williams, Bar No. 268782 jenn@summallp.com SUMMA LLP 1010 Sycamore Avenue, Unit 117 South Pasadena, California 91030 Telephone: (213) 260-9452/54 Facsimile: (213) 835-0939 Attorneys for Plaintiffs UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA ? WESTERN DIVISION WEIRD SCIENCE LLC and WILLIAM ANDERSON WITTEKIND, derivatively on behalf of RENOVARO BIOSCIENCES, INC. Plaintiff, v. RENÉ SINDLEV, MARK DYBUL, GREGG ALTON, JAMES SAPIRSTEIN, JAYNE McNICOL, HENRIK GRØNFELDT-SØRENSEN, CAROL L. BROSGART, RS GROUP APS, RS BIO APS, PASECO APS, OLE ABILDGAARD, KARSTEN REE HOLDING I APS, KARSTEN REE HOLDING B APS, KARSTEN REE, PO-MA INVEST APS, TBC INVEST A/S, TORBEN BJORN CHRISTENSEN, K&L GATES LLP, CLAYTON E. PARKER, and LINCOLN PARK CAPITAL FUND LLC, Defendants, Case No.: 2:24-cv-00645VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT JURY TRIAL DEMANDED Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 1 of 108 Page ID #:1

ii 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and RENOVARO BIOSCIENCES INC., Nominal Defendant. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 2 of 108 Page ID #:2

iii 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TABLE OF CONTENTS NATURE OF THE ACTION ........................................................................................ 2 JURISDICTION AND VENUE .................................................................................. 13 PARTIES ..................................................................................................................... 14 ALLEGATIONS .......................................................................................................... 19 I.The August 1, 2023 GEDi Cube Letter of Intent .......................................... 19 A.The August Placement. .................................................................................. 21 B.Sindlev's and Abildgaard's ill-gotten profits in the August Placement............................................................................................................................... 23 C.The deceptively timed Form 8-K filings reporting the LOI, theAugust Placement, and the Company's name change. .......................... 24 D.Sindlev's ill-gotten stock option. ................................................................ 26 E.Paseco's ill-gotten consulting shares. ........................................................ 27 II.The June Placement .............................................................................................. 29 A.Paseco's ill-gotten common stock and warrants in the JunePlacement. ......................................................................................................... 30 B.Paseco's free common stock and warrants in the June Placement. .... 33 III.The common stock issued to Paseco as PIK interest at a backdated price..................................................................................................................................... 36 IV.The concealment of the shares issued to Paseco in violation of SECdisclosure regulations........................................................................................... 37 V.The ill-gotten shares of common stock issued to Abildgaard and/orPaseco upon conversion of RSUs. .................................................................... 39 VI.The wink-and-nod scheme with Lincoln Park. .............................................. 43 VII.K&L Gates and Parker's have a conflict of interest in representingRenovaro due to their representation of Sindlev, RS Group, RS Bio,Abildgaard, and Paseco in matters relating to Renovaro. ........................... 53 Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 3 of 108 Page ID #:3

iv 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VIII. False and misleading statements and material omissions in the Proxy Statement. ................................................................................................................ 55 A. The fairness opinion. ...................................................................................... 55 B. The eleventh-hour waiver of the fairness opinion condition under the Stock Purchase Agreement. .......................................................................... 57 C. The covenant to use commercially reasonable efforts to obtain a fairness opinion. .............................................................................................. 60 D. The Board's reliance on hearsay from an unnamed consultant. .......... 61 E. No disclosure about the power to vote the shares held by Paseco. .... 62 F. Material omissions about the automatic conversion of the Series A Preferred stock immediately before the closing under the Stock Purchase Agreement. ...................................................................................... 64 G. Deficient disclosure about the shares issued in exchange for consulting services in connection with the GEDi Cube Transaction. 66 IX. Violations of Sections 13(d) under the 1934 Act .......................................... 70 A. Sindlev, RS Group, and RS Bio .................................................................. 71 B. Abildgaard and Paseco................................................................................... 73 C. Ree, Karsen Ree Holding I, and Karsten Ree Holding B ..................... 81 D. Christensen, Po-Ma, and TBC Invest ......................................................... 83 X. Demand and Demand Futility. ........................................................................... 85 FIRST CAUSE OF ACTION VIOLATION OF RULE 10b-5(a), (c) OF THE 1943 ACT ....................................... 87 SECOND CAUSE OF ACTION VIOLATION OF SECTION 14(a) OF THE 1934 ACT RULE 14a-9 ....................... 88 THIRD CAUSE OF ACTION VIOLATION OF SECTION 13(d) OF THE 1934 ACT ............................................. 92 FOURTH CAUSE OF ACTION BREACH OF FIDUCIARY DUTY ............................................................................ 94 Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 4 of 108 Page ID #:4

v 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 FIFTH CAUSE OF ACTION CORPORATE WASTE ............................................................................................... 97 SIXTH CAUSE OF ACTION UNJUST ENRICHMENT ........................................................................................... 98 SEVENTH CAUSE OF ACTION CONTRIBUTION / INDEMNIFICATION ................................................................ 99 PRAYER FOR RELIEF ............................................................................................ 100 JURY DEMAND ....................................................................................................... 102 VERIFICATION ........................................................................................................ 103 Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 5 of 108 Page ID #:5

1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Plaintiffs Weird Science LLC (Weird Science) and William Anderson Wittekind (Wittekind) individually bring this Verified Stockholder Derivative Complaint (Complaint) for the benefit and on behalf of nominal defendant Renovaro Biosciences Inc., a Delaware corporation formerly known as Enochian Biosciences Inc. (Renovaro or Company). This Complaint seeks damages and other injunctive relief on behalf of Renovaro for violations of federal securities laws and regulations, corporate waste, and breaches of fiduciary duty under Delaware corporate law. These violations are being committed by Renovaro's Directors and Officers; other Renovaro insiders and investors, who continue to unlawfully profit off material nonpublic information related to Renovaro; and Renovaro's outside counsel K&L Gates LLP (K&L Gates) and principal lawyer for Renovaro Clayton E. Parker (Parker), who through a coordinated effort have enabled the other Defendants to violate the law with impunity behind a purported shield of "legal advice." As a result of this action, Plaintiffs seek disgorgement of approximately $5 million back to the Company; disgorgement of shares of common stock granted without consideration back to the Company; and full and adequate disclosure of material information by insiders and the Board, as required by SEC rules. Plaintiffs make these allegations upon personal knowledge and upon information and belief developed from the investigation and analysis by Plaintiffs and their counsel, including a review of publicly available information. Plaintiffs believe that discovery will uncover substantial additional evidence in support of these allegations. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 6 of 108 Page ID #:6

2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NATURE OF THE ACTION 1. This action is brought derivatively on behalf of Renovaro to recover its substantial damages caused by the misconduct described herein and to obtain injunctive relief, including emergency relief in connection with the special meeting of stockholders noticed for January 25, 2024 (Special Meeting) referenced in the definitive proxy statement filed by the Company with the SEC on January 3, 2024, as supplemented on January 16, 2024 (Proxy Statement),1 as supplemented on January 16, 2024 (Proxy Statement Supplement).2 This Special Meeting and Proxy Statement relate to Renovaro's proposed acquisition of GEDi Cube Intl Ltd. (GEDi Cube or Target) pursuant to a Stock Purchase Agreement dated September 28, 2023, as amended on December 20, 2023 (Stock Purchase Agreement). 2. January 25, 2024 Special Meeting. The Special Meeting will put forth several matters for Renovaro stockholders to consider and vote upon related to Renovaro's proposed acquisition of GEDi Cube pursuant to the Stock Purchase Agreement. In the Stock Purchase Agreement, Renovaro has agreed to acquire all the 1 The Proxy Statement is published online through the SEC's Edgar website and available here: https://www.sec.gov/Archives/edgar/data/1527728/000173112224000002/e5304_defm14a.htm#a_088. 2 The Proxy Statement Supplement is available here: The Proxy Statement Supplement is available here: https://www.sec.gov/Archives/edgar/data/1527728/000173112224000082/e5350_defa14a.htm Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 7 of 108 Page ID #:7

3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 outstanding GEDi Cube shares in exchange for Renovaro shares that will result in the former GEDi Cube shareholders owning approximately 49% of Renovaro's post-closing shares after giving effect to the closing (not including the Earn-Out Shares). The former GEDi Cube shareholders are each entitled to receive, as Earn-Out Shares, a pro rata portion of the Renovaro shares issued upon conversion or exercise of any Renovaro derivative securities outstanding as of the closing date. 3. To accommodate the number of shares issuable to the GEDi Cube shareholders under the Stock Purchase Agreement (including shares issuable to an unnamed consultant), Renovaro needs stockholder approval of a charter amendment to increase its number of authorized shares of common stock from one hundred million (100,000,000) to three hundred fifty million (350,000,000), an increase of 250%. To comply with Nasdaq listing rule 5635, Renovaro needs stockholder approval of the issuance of shares with voting power comprising 20% or more of the outstanding voting power before the transaction. In addition, Renovaro is seeking stockholder approval to (a) reprice its outstanding stock options to an exercise price equal to the closing price on the date of the closing under the Stock Purchase Agreement and (b) increase the number of authorized shares issuable under its 2023 equity incentive plan by 5,000,000. 4. A quorum at the Special Meeting requires the presence of at least one-third of the outstanding shares of common stock and Series A Preferred Stock. Once Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 8 of 108 Page ID #:8

4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 there is a quorum, approval of each matter before the stockholders requires the affirmative vote of a majority of the votes cast at the Special Meeting. 5. Spring-loaded transactions selling Renovaro stock ahead of announcing material non-public information. Renovaro's board of directors (Board) has engaged in a troubling pattern of authorizing transactions with insiders René Sindlev (Sindlev), Sindlev's companies RS Bio ApS (RS Bio) and RS Group ApS (RS Group), Ole Abildgaard (Abildgaard), Abildgaard's company Paseco ApS (Paseco), and Lincoln Park Capital Fund LLC (Lincoln Park) on terms grossly unfair to Renovaro and its stockholders. In most instances, these transactions were effective just ahead of Renovaro's release of positive material non-public information (MNPI). Accordingly, each transaction (i) violated certain federal securities laws and regulations, including Rules 10b-5(a) and (c) under the Securities Exchange Act of 1934, as amended (1934 Act), (ii) constituted corporate waste caused in part from breaches of the Board's fiduciary duties under Delaware corporate law, and (iii) violated Renovaro's internal corporate policies governing ethics and insider trading, in each case unjustly enriching Sindlev, RS Bio, RS Group, Abildgaard, Paseco, and Lincoln Park at the expense of the Company and its stockholders. K&L Gates and Parker were legal counsel to Renovaro in each of these transactions despite glaring conflicts of interest due to K&L Gates' and Parker's legal representation of Sindlev, RS Group, RS Bio, Abildgaard, and Paseco on matters related to the Company. In the case of Lincoln Park, K&L Gates' and Parker are the longtime counsel for Lincoln Park as an investor in transactions Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 9 of 108 Page ID #:9

5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 substantially like the transactions in which K&L Gates and Parker represented Renovaro purportedly adverse to Lincoln Park (and Lincoln Park's suspicious decision to go without counsel for these transactions against K&L Gates and Parker). Plaintiffs seek damages to disgorge the ill-gotten paper profits that unjustly enriched Sindlev, RS Bio, Abildgaard and Paseco and the ill-gotten realized profits that unjustly enriched Lincoln Park, at the expense of Renovaro and its stockholders, damages from the Company's directors for the corporate waste and breaches of fiduciary duty, and punitive damages from K&L Gates and Parker for defiantly exploiting the conflicts of interest to unjustly enrich these insiders at the expense of the Company and its stockholders. 6. Paseco's free shares and warrants, or shares obtained at grossly inadequate prices. Paseco has received ill-gotten equity securities of the Company in the following transactions: a. In exchange for consulting services on July 28, 2023 at a grossly inadequate per-share price in exploitation of MNPI related to the transactions contemplated by the GEDi Cube Stock Purchase Agreement (316,129 shares of common stock) in violation of Rules 10b-5(a) and (c) under the 1934 Act; b. In contravention of a binding contractual provision governing a $300,822 interest payment payable to Paseco on May 30, 2023 (247,565 shares of common stock and warrants to purchase 283,794 shares at $0.53 per share) in violation of Rules 10b-5(a) and (c) under the 1934 Act; for no consideration at all because of Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 10 of 108 Page ID #:10

6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shares of common stock being issued as payment in kind (PIK) interest that never accrued and was unearned due to the corresponding debt being converted before maturity (264,037 shares of common stock); and for grossly inadequate consideration because of shares being issued as PIK interest at backdated prices in exploitation of MNPI related to the extension of the maturity date of the corresponding debt (15,946 shares of common stock) in violation of Rules 10b-5(a) and (c) under the 1934 Act. Each of these transactions constituted corporate waste and was caused in part by breaches of the Board's fiduciary duties under Delaware law, in each case unjustly enriching Abildgaard and Paseco at the expense of the Company and its stockholders. The Plaintiffs seek equitable relief to disgorge such ill-gotten securities back to the Company, damages from the Company's directors for the corporate waste and breaches of fiduciary duty, and interim injunctive relief to enjoin these ill-gotten securities from being counted (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) at the Special Meeting. 7. Paseco or Abildgaard's common stock converted from ineligible RSUs. On February 18 and December 28, 2021, Paseco or Abildgaard has received at least 70,000 ill-gotten shares of common stock upon conversion of restricted stock units (RSUs) when Paseco and Abildgaard were ineligible for RSUs under Renovaro's equity incentive plans due to, among other things, their promotion of the Company's stock. These transactions violated Rules 10b-5(a) and (c) under the 1934 Act and were caused in part by breaches of the Board's (or the directors serving on the Compensation Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 11 of 108 Page ID #:11

7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Committee of the Board's) fiduciary duties under Delaware corporate law. The Plaintiffs seek equitable relief to disgorge these ill-gotten shares (or cash equal to the dollar value of such shares) back to the Company, damages from the Company's directors for their breaches of fiduciary duty, and interim injunctive relief to enjoin these ill-gotten securities from being counted (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) at the Special Meeting. 8. Sindlev's spring-loaded stock options. Sindlev received an ill-gotten paper profit from a "spring-loaded" stock option to purchase 131,579 shares at $0.57 per share on July 30, 2023 in exploitation of MNPI related to the transactions contemplated by the GEDi Cube Stock Purchase Agreement in violation of Rules 10b-5(a) and (c) under the 1934 Act. This transaction constituted corporate waste and was caused in part by breaches of the Board's (or directors' serving on the Board's Compensation Committee) fiduciary duties under Delaware law. The Plaintiffs seek equitable relief to disgorge Sindlev's ill-gotten paper profit from such spring-loaded stock option. 9. Deficient Proxy Statement related to the Special Meeting. The Proxy Statement related to the January 25, 2024 Special Meeting, as supplemented by the Proxy Statement Supplement, omits material information relevant to the action shareholders are being asked to consider and vote on at the Special Meeting. First, the Proxy Statement, as supplemented by the Proxy Statement Supplement, omits material information about Renovaro's covenant in the Stock Purchase Agreement to use Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 12 of 108 Page ID #:12

8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 commercially reasonable efforts to obtain a fairness opinion, the closing condition to obtain one, and the Board's direction that Renovaro waive such closing condition. Second, it omits Abildgaard's sole power to vote and sole power to dispose of the shares held by Paseco, reportedly comprising 15.09% of Renovaro's outstanding shares as of December 29, 2023 (Record Date), as well as the consulting fees Renovaro paid to Paseco related to the transactions contemplated by the GEDi Cube Stock Purchase Agreement. Third, it omits that the Series A Preferred Stock will automatically convert into common stock immediately before the closing under the Stock Purchase Agreement. Finally, it (a) omits that Paseco is the consultant that received the 1,000,000 shares of common stock as payment of consulting fees of $2,760,000 on October 23, 2023 for services in connection with the Stock Purchase Agreement and (b) omits the identity of the consultant advising both Renovaro and GEDi Cube, which consultant is being compensated with shares from both parties in connection with the Stock Purchase Agreement. Each of these omissions violate Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder. Plaintiffs seek injunctive relief requiring Renovaro to rectify these material omissions by supplementing the Proxy Statement before the Special Meeting. 10. Conflicted legal advice by K&L Gates and Parker. The Board has relied on K&L Gates and Parker for legal advice in connection with the transactions described above despite full knowledge of glaring conflicts of interest given K&L Gates' and Parker's representation of Sindlev, Abildgaard, and their respective entities Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 13 of 108 Page ID #:13

9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 on matters related to Renovaro, and separately K&L Gates' and Parker's representation of Renovaro purportedly adverse to Lincoln Park. These were breaches of the Board's fiduciary duties under Delaware corporate law and Renovaro's corporate policies governing business ethics, specifically the prohibition on conflicts of interest. The Board failed to have independent legal counsel provide advice on these transactions or at least implement an ethical wall or ethical screen to have nonconflicted lawyers at K&L Gates provide independent advice. Plaintiffs seek damages from the Director Defendants for these breaches of fiduciary duty and punitive damages from K&L Gates and Parker for exploiting conflicts of interest between Renovaro, on the one hand, and Sindlev, Abildgaard and Lincoln Park, on the other hand, to unjustly enrich Sindlev, Abildgaard and Lincoln Park at the expense of Renovaro and its stockholders. 11. Abildgaard and Paseco's Schedule 13D deficiencies. Abildgaard and Paseco are each in violation of their obligations under Section 13(d) of the 1934 Act and Rules 13d-1(a) and 13d-2(a) promulgated thereunder.3 Although Abildgaard and Paseco filed a Schedule 13G and a Schedule 13G/A on October 6, 2023 to report their status as greater than 5% beneficial owners of the Company's common stock, neither 3 These rules?requiring the timely filing of a Schedule 13D?are designed as broad disclosure provisions to give both shareholders and the market notice of potential changes in corporate control. A properly filed 13D requires disclosure of the background and identity of beneficial owners and group members, their businesses, their source of financing in the transactions, their purposes in acquiring the stock, and their interests in connection with the issuing company. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 14 of 108 Page ID #:14

10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Abildgaard nor Paseco is eligible to file a Schedule 13G, and each is required to file a Schedule 13D. Plaintiffs seek injunctive relief to enjoin the securities beneficially owned by Paseco or Abildgaard from being counted at the Special Meeting (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) unless and until each of Paseco and Abildgaard file the required Schedule 13D(s) and the required amendments to such Schedule 13Ds, including disclosure of Abildgaard's and Paseco's membership of any "group" within the meaning of Section 13(d)(3) of the 1934 Act.4 12. Sindlev, RS Group, and RS Bio's Schedule 13D deficiencies. Sindlev, RS Group, and RS Bio are each in violation of their obligations under Section 13(d) of the 1934 Act and Rules 13d-1(a) and 13d-2(a) promulgated thereunder. Although RS Group filed a Schedule 13D on March 15, 2015 to report greater than five percent (5%) beneficial ownership of the Company's common stock, Sindlev was not included as a reporting person as required by such filing, and the Schedule 13D was never amended despite Sindlev filing 26 beneficial ownership forms reporting transactions in the 4 Abildgaard and Paseco are repeat offenders of the reporting requirements under Section 13(d) or 13(g) under the 1934 Act with respect to their ownership of Renovaro securities. According to the Company's Form 10-K filed with the SEC on March 31, 2015: (a) Paseco was a greater than 10% beneficial owner during 2014 and failed to file a Form 4 under Section 16(a) of the 1934 Act; (b) Paseco owned 5.07% of the Company's common stock as of March 18, 2015; and (c) Abildgaard beneficially owned 8.87% of the Company's outstanding common stock as of March 18, 2015 (through Paseco and Northern Biotech Fund SARL), but neither Paseco nor Abildgaard filed a report under Section 13(d) or 13(g) until October 6, 2023. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 15 of 108 Page ID #:15

11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Company's securities in the nearly nine years that have since elapsed. Plaintiffs seek injunctive relief to enjoin the securities beneficially owned by Sindlev, RS Group, and RS Bio from being counted at the Special Meeting (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) unless and until each of Sindlev, RS Group, and RS Bio file the required Schedule 13D(s) and amendments thereto, including an amendment that includes Sindlev, and RS Bio as reporting persons with all required disclosures, and including without limitation disclosure of any "group" of which Sindlev, RS Group, or RS Bio is a member within the meaning of Section 13(d)(3) of the 1934 Act. 13. Karsten Ree, Karsten Ree Holding B's and Karsten Ree Holding I's Schedule 13D deficiencies. Karsten Ree (Ree) and Karsten Ree Holding B ApS (Karsten Ree Holding B) and Karsten Ree Holding I ApS (Karsten Ree Holding I) are each in violation of their obligations under Section 13(d) of the 1934 Act and Rules 13d-1(a) and 13d-2(a) promulgated thereunder. Although Karsten Ree Holding B filed a Schedule 13D on March 15, 2015 to report greater than five percent (5%) beneficial ownership of the Company's common stock, Ree was not included as a reporting person as required by such filing, and the Schedule 13D was never amended despite subsequent transactions in the Company's securities by Ree, Karsten Ree Holding B, and Karsten Ree Holding I. Plaintiffs seek injunctive relief to enjoin the securities beneficially owned by Ree, Karsten Ree Holding B, and Karsten Ree Holding I from being counted at the Special Meeting (either directly or by proxy and either for Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 16 of 108 Page ID #:16

12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 purposes of a quorum or the votes cast on any proposal) unless and until each of Ree, Karsten Ree Holding B, and Karsten Ree Holding I file the required Schedule 13D(s) and amendments thereto, including an amendment that includes Ree as a reporting person with all required disclosures, and including without limitation disclosure of any "group" of which Ree, Karsten Ree Holding B and Karsten Ree Holding I is a member within the meaning of Section 13(d)(3) of the 1934 Act. 14. Torben Bjorn Christensen and Po-Ma's Schedule 13D deficiencies. Torben Bjorn Christensen (Christensen) and Po-Ma Invest ApS (Po-Ma) are each in violation of their obligations under Section 13(d) of the 1934 Act and Rules 13d-1(a) and 13d-2(a) promulgated thereunder. According to the Company's Form 10-K filed with the SEC on September 28, 2016, Po-Ma owned more than five percent (5%) of the Company's common stock as of September 8, 2016, and Christensen had sole voting and dispositive power over such shares as of such date. Neither Christensen nor Po-Ma has ever filed a Schedule 13D or any amendment to a Schedule 13D despite subsequent transactions in the Company's securities. Plaintiffs seek injunctive relief to enjoin the securities beneficially owned by Christensen, Po-Ma, or TBC Invest A/S (a Danish entity controlled by Christensen to which Company shares were subsequently transferred (TBC Invest)) from being counted at the Special Meeting (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) unless and until each of Christensen, Po-Ma, and TBC Invest file the required Schedule 13D(s) and amendments thereto with all required disclosures, including without Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 17 of 108 Page ID #:17

13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 limitation disclosure of any "group" of which Christensen, Po-Ma, and TBC Invest is a member within the meaning of Section 13(d)(3) of the 1934 Act. JURISDICTION AND VENUE 15. Under 28 U.S.C. § 1331 and section 27 of the 1934 Act, 15 U.S.C. § 78aa, the Court has subject matter jurisdiction over the claims asserted herein for violations of Rules 10b-5(a) and (c) under the 1934 Act; Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder; and Section 13(d) of the 1934 Act and Rules 13d-1(a) and 13d-2(a) promulgated thereunder. The Court has supplemental jurisdiction over Plaintiffs' state law claims under to 28 U.S.C. § 1367 because the state law claims form part of the same case or controversy as Plaintiffs' claims for violation of the 1934 Act. 16. The Court has personal jurisdiction over all Defendants under § 27 of the 1934 Act, 15 U.S.C. § 78aa. The Defendant Company's principal place of business is in Los Angeles, California, and the Company conducts substantial business in this District. K&L Gates and Parker have serviced the Company in this District, and the remaining defendants are officers, directors, and/or shareholders who participated in an offering, purchase, or sale of the Company's securities, such that the Court's exercise of personal jurisdiction over all Defendants is permissible and consistent with traditional notions of fair play and substantial justice. 17. Venue is proper in this District under § 27 of the 1934 Act, 15 U.S.C. § 78aa, and 28 U.S.C. § 1391(b), where the Company maintains its headquarters and conducts substantial business. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 18 of 108 Page ID #:18

14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PARTIES 18. Plaintiff Weird Science is a limited liability company organized under the laws of the State of California. Plaintiff Wittekind is an individual and citizen of California and currently the sole manager of Weird Science. Weird Science and Wittekind are, and at all relevant times have been, owners or record owners of Renovaro common stock and bring this action derivatively on behalf of Renovaro in this capacity. Plaintiffs fairly represent the interests of Renovaro and its shareholders in enforcing these rights and has retained competent counsel to prosecute this action. 19. Nominal Defendant Renovaro is a Delaware corporation whose principal place of business is Los Angeles, California. Renovaro's common stock is listed on the NASDAQ under the symbol RENB. The Company changed its name from DanDrit Biotech USA, Inc. (DanDrit) to Enochian Biosciences Inc. on February 16, 2018. On August 1, 2023, the Company changed its name to Renovaro Biosciences Inc. Renovaro is named solely as a nominal party in this action, and this action is not a collusive one to confer jurisdiction on this Court that would not otherwise have it. 20. Defendant René Sindlev is an individual and citizen of Denmark. At all relevant times, he is and has been Renovaro's Chairman of the Board and the Company's largest investor. Including Renovaro common stock held by Sindlev's Danish holding company Defendant RS Bio, Sindlev is the largest stockholder of Renovaro and beneficially owns 21.34% of the Company's outstanding stock based on disclosures in the Company's Definitive Proxy Statement, filed with the SEC on Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 19 of 108 Page ID #:19

15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 January 3, 2024. At an unknown date after February 2018, Sindlev caused Defendant RS Group to fraudulently transfer all its shares of Renovaro's common stock and warrants to purchase Renovaro's common stock to RS Bio. RS Group and RS Bio are mere instrumentalities and alter egos of Sindlev, who has exclusive control over RS Group and RS Bio such that Sindlev, on the one hand, and RS Bio, on the other hand, have no independent legal significance. 21. Defendant Abildgaard is an individual and citizen of Denmark. On October 6, 2023, Abildgaard filed a Form 3 and Schedule 13G/A to report his status as a beneficial owner of more than 10% of Renovaro's outstanding stock. Together with his Danish holding company Defendant Paseco, Abildgaard beneficially owns 15.09% of the Company's outstanding stock based on disclosures in the Company's Definitive Proxy Statement, filed with the SEC on January 3, 2024 (although the Definitive Proxy Statement, in violation of securities regulations, fails to identify Abildgaard as beneficial owner and having sole voting and dispositive power of the shares held by Paseco). Abildgaard is, and at all relevant times was, a Company insider with full access to Renovaro's MNPI and with management authority and control over Company matters, long before his recent October 2023 filing of a Form 3 and Schedule 13G/A. Paseco is a mere instrumentality and alter ego of Abildgaard, who has exclusive control over the entity such that Abildgaard, on the one hand, and Paseco, on the other hand, have no independent legal significance. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 20 of 108 Page ID #:20

16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 22. Defendant Ree is an individual and, on information and belief, a citizen of Denmark. Karsten Ree Holding I and Karsten Ree Holding B are mere instrumentalities and alter egos of Ree, who has exclusive control over the entities such that Ree, on the one hand, and Karsten Ree Holding I and Karsten Ree Holding B, on the other hand, have no independent legal significance. 23. Defendant Torben Bjorn Christensen is an individual and, on information and belief, a citizen of Denmark. Po-Ma and TBC Invest are mere instrumentalities and alter egos of Christensen, who has exclusive control over the entities such that Christensen, on the one hand, and Po-Ma and TBC Invest, on the other hand, have no independent legal significance. 24. Defendant Lincoln Park is an Illinois limited liability company with, on information and belief, its principal place of business in Chicago, Illinois. Lincoln Park is an investment firm that in July 2020 and June 2023 entered Purchase Agreements with Renovaro, each of which purported to extend a $20 million equity line of credit to Renovaro with attendant resale registration rights governed by related Registration Rights Agreements. On information and belief?in a coordinated effort with Renovaro, K&L Gates, and Parker?Lincoln Park entered no-risk transactions to purchase Renovaro shares at spring-loaded prices shortly ahead of the Company's announcement of positive MNPI, after which Renovaro's stock price increased. This coordination deprived the Company of maximizing liquidity (by not waiting to draw on the Lincoln Park equity line of credit until after the positive MNPI announcement Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 21 of 108 Page ID #:21

17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and the corresponding increase in Renovaro's per-share price), while permitting Lincoln Park to immediately resell the shares at earning an ill-gotten profit in violation of Rules 10b-5(a) and (c) under the 1934 Act. 25. Defendant Mark Dybul is Renovaro's Chief Executive Officer and has been since July 20, 2021. Dybul has been the Executive Vice Board Chair since January 2019 and a Director since February 2018. In fiscal year 2023, Dybul was compensated with an annual salary of $664,583 and beneficially owns 3.28% of the Company's outstanding stock (including options) based on the Proxy Statement. 26. Defendant Carol L. Brosgart (Brosgart) has been a Renovaro director since December 2019 and is a member of the Board' Compensation Committee and Nominating and Corporate Governance Committee. In fiscal year 2023, Brosgart was compensated with $69,000 and has options to purchase 107,759 shares of the Company's common stock. Upon information and belief, Brosgart has been a director, Chair of the Board's Compensation Committee, and a member of the Board's Nominating and Corporate Governance Committee at all times relevant to the substantive allegations set forth in this Complaint. 27. Defendant Gregg Alton (Alton) has been a Renovaro director since December 2019, is the Chair of the Board's Nominating and Corporate Governance Committee and is a member of the Board's Audit Committee. In fiscal year 2023, Alton was compensated with $77,500 and has options to purchase 107,759 shares of the Company's common stock. Upon information and belief, Alton has been a director, a Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 22 of 108 Page ID #:22

18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 member of the Board's Nominating and Corporate Governance Committee, and a member of the Board's Audit Committee at all times relevant to the substantive allegations set forth in this Complaint. 28. Defendant James Sapirstein (Sapirstein) has been a Renovaro Director since March 2018, is the Chair of the Board's Compensation Committee and a member of the Board's Audit Committee. In fiscal year 2023, Sapirstein was compensated with $77,500 and has options to purchase 85,895 shares of the Company's common stock. Upon information and belief, Sapirstein has been a director, a member of the Board's Compensation Committee and a member of the Board's Audit Committee at all times relevant to the substantive allegations set forth in this Complaint. 29. Defendant Henrik Grønfeldt-Sørensen has been a Renovaro Director since October 2017 and is CEO of RS Group, RS Bio, and a related family of entities owned and controlled by Sindlev. In fiscal year 2023, Grønfeldt-Sørensen was compensated with $60,000 and beneficially owns 136,889 shares of the Company's common stock (including warrants and including 50,000 shares owned by Greenfield Holding ApS). 30. Defendant Jayne McNicol (McNicol) has been a Renovaro Director since May 2021 and is the Chair of the Board's Audit Committee. In fiscal year 2023, McNicol was compensated with $75,000 and has options to purchase 43,390 shares of Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 23 of 108 Page ID #:23

19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the Company's common stock.5 Upon information and belief, McNicol has been a director and a member of the Board's Audit Committee at all times relevant to the substantive allegations set forth in this Complaint, except for the substantive allegations that are based upon matters that occurred prior to the commencement of her tenure in May 2021. 31. Defendant K&L Gates is a well-known international law firm with over 45 offices across five continents, including several offices in the United States. K&L Gates maintains offices in, among other U.S. cities, Los Angeles, California, Wilmington, Delaware, and Miami, Florida. Defendant Parker is a partner of K&L Gates and works in its Miami office. K&L Gates and Parker are the principal outside general counsel for the Company, legal counsel to RS Group, RS Bio, Paseco, and their principals Sindlev and Abildgaard on matters related to the Company, and long-time counsel to Lincoln Park. ALLEGATIONS I. The August 1, 2023 GEDi Cube Letter of Intent 32. On August 1, 2023, Renovaro and GEDi Cube signed a letter of intent (LOI) for an acquisition in which Renovaro would acquire GEDi Cube as the Target of the transaction. Sindlev became involved in discussions with GEDi Cube representatives in May 2023, and certain other directors on the Board joined the 5 Defendants Sindlev, Brosgart, Alton, Sapirstein, Grønfeldt-Sørensen, and McNicol are referred to as the Board Defendants. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 24 of 108 Page ID #:24

20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 discussions in July 2023. After being provided with a draft of the LOI on July 21, 2023, the Board held a meeting to consider it on July 25, 2023 and directed the Company to continue to negotiate. On July 28, 2023 the Board met telephonically and authorized Renovaro CEO Mark Dybul to sign the LOI on behalf of the Company.6 The closing price of the Company's common stock on August 1, 2023, the date the LOI was executed by both Renovaro and GEDi Cube, was $0.65. The trading volume that day was 96,869 shares. 33. Renovaro did not announce the signing of the LOI until the morning of August 9, 2023 when it filed a Form 8-K that included a press release entitled "AI Company GEDi Cube and Renovaro Biosciences Announce a Binding, Exclusive Letter of Intent to Merge, Accelerating Fight Against Cancer."7 The closing price of the Company's common stock on August 9, 2023 was $1.55, an increase of 138% from the closing price on the date the LOI was signed, and the trading volume that day was a staggering 33,944,280 shares, an increase of 34,941% from the date the LOI was signed. Between August 1, 2023 and August 9, 2023, the closing prices and the daily trading volumes were modestly consistent with the closing price and trading volume on August 1, 2023, a clear indication that the Company's announcement of the LOI caused the spike in the price and volume on August 9, 2023: 6 See Proxy Statement, at pp. 54-56. 7 See Form 8-K filed by the Company with the SEC on August 9, 2023. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 25 of 108 Page ID #:25

21 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Date Closing Price Trading Volume August 1, 2023 $0.65 96,869 August 2, 2023 $0.646 51,934 August 3, 2023 $0.70 113,791 August 4, 2023 $0.70 88,381 August 7, 2023 $0.752 1,668,4148 August 8, 2023 $0.85 270,950 August 9, 2023 $1.55 33,944,280 A. The August Placement. 34. On August 1, 2023, the same date Renovaro and GEDi Cube signed the LOI, Renovaro sold equity units consisting of Series A Preferred Stock and warrants to purchase common stock (August Units) to numerous investors, including Sindlev9 and Abildgaard,10 in a private placement (August Placement). According to Renovaro's 8 This was the date that the Company announced the closing of the August Placement (discussed below) in a Form 8-K filed with the SEC on August 7, 2023. 9 Sindlev participated through his company RS Bio and purchased 70,126 August Units for $500,000 in cash, receiving 70,126 shares of Series A Preferred Stock (convertible into 701,260 shares of common stock) and warrants to purchase 350,630 shares of common stock at $0.65 per share. See Form 4 filed by Sindlev with the SEC on September 12, 2023. 10 Abildgaard participated through his company Paseco and (a) converted $2,000,000 of secured debt in exchange for 280,505 August Units, receiving 280,505 shares of Series A Preferred Stock (convertible into 2,805,050 shares of common stock) and warrants to purchase 1,402,525 shares of common stock at $0.65 per share and (b) purchased 63,114 August Units for $450,000 in cash, receiving 63,114 shares of Series Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 26 of 108 Page ID #:26

22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Form 8-K filed with the SEC on August 7, 2023, each August Unit consisted of one share of Series A Preferred Stock (convertible into ten (10) shares of common stock) and a warrant to purchase five (5) shares of common stock for $0.65 per share. 35. The price for the August Units11 was grossly inadequate because it was based on the market price of Renovaro's common stock before the signing of the LOI was announced (i.e., while the Board was sitting on fundamental MNPI about the GEDi Cube LOI). Pricing the August Units before the signing of the LOI was announced was a manipulative scheme that violated Rules 10b-5(a) and (c) under the 1934 Act because it allowed Sindlev and Abildgaard to exploit MNPI to unjustly enrich themselves at the expense of Renovaro and its stockholders. The Board's decision to price the August Units before the LOI was announced constituted corporate waste and breaches of the Board's fiduciary duties under Delaware law. The Board either knew or was reckless in not knowing that the value of the Company's common stock was substantially higher than the market price reflected because of the LOI being signed A Preferred Stock (convertible into 631,140 shares of common stock) and warrants to purchase 315,570 shares of common stock at $0.65 per share. Paseco ended up with a total of 343,619 shares of Series A Preferred Stock (convertible into 3,436,190 shares of common stock) and warrants to purchase 1,718,095 shares of common stock at $0.65 per share in the August Placement. See Form 3 filed by Abildgaard with the SEC on October 6, 2023. 11 The price per August Unit was $7.13, the same as the liquidation preference for each share of Series A Preferred Stock. On an as-converted basis, the imputed price per share of common stock underlying each share of Series A Preferred Stock was $0.713 per share ($7.13/10 = $0.713). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 27 of 108 Page ID #:27

23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and that pricing the August Units based upon the market price before the announcement of the LOI was grossly inadequate consideration. Had the Board priced the August Units after the LOI was announced, Renovaro would have received gross proceeds of roughly $4,760,085, more than twice the $2,000,000 of approximate gross proceeds Renovaro actually received because of the August Placement.12 B. Sindlev's and Abildgaard's ill-gotten profits in the August Placement. 36. Sindlev locked an ill-gotten paper profit of roughly $904,62513 on an investment of $500,000 in the span of about a week. This ill-gotten profit should be disgorged to the Company. 12 The Company sold 280,005 August Units for cash at $7.13 per August Unit (280,005 * $7.13 = $1,996,435.65). The $7.13 price per August Unit was roughly 109.69% of the $0.65 closing price of the common stock (on an as-converted basis) on July 31, 2023 and on August 1, 2023 ($0.713/$0.65 = 1.0969). Using that ratio, an August Unit price based upon the $1.55 closing price on August 9, 2023 would have been $17.00 ($1.55 * 10 * 1.0969 = $17.00). At a price of $17.00 per August Unit, the 280,005 August Units would have resulted in gross proceeds of $4,760,085. This does not account for the severe discount in the exercise price of the warrants included in the August Units. At an exercise price of $0.65, the potential aggregate cash proceeds to the Company under the warrants issued in the August Placement are $1,823,283. If the August Units were priced after the announcement of the LOI, the potential aggregate cash proceeds for these warrants (at an exercise price of $1.55 per share) would have been $4,347,827.50, a difference of $2,524,545. 13 This calculation is based upon a paper profit of $589,058.40 attributable to the 701,260 shares of common stock underlying Sindlev's 71,126 shares of Series A Preferred Stock ($1.55 - $0.71 = $0.84 * 701,260 = $589,058.40) and a paper profit of $315,567 attributable to Sindlev's warrants to purchase 350,630 shares of common stock ($1.55 - $0.65 = $0.90 * 350,630 = $315,567). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 28 of 108 Page ID #:28

24 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 37. Abildgaard's participation in the August Placement was plotted, in part, by the Board authorizing a previously nonexistent right for Paseco to convert $2,000,000 of a $5,000,000 secured promissory note (Secured Note) for the sole purpose of taking advantage of the MNPI.14 Paseco also invested $450,000 in cash, resulting in an ill-gotten paper profit of roughly $4,432,68515 on an investment of $2,450,000. This ill-gotten profit should be disgorged to the Company. C. The deceptively timed Form 8-K filings reporting the LOI, the August Placement, and the Company's name change. 38. Although Renovaro signed the LOI on the same date as the August Placement and the same date the Company changed its name from Enochian Biosciences, Inc. to Renovaro Biosciences Inc. (all on August 1, 2023), the Company 14 This conversion happened through an amendment to the Secured Note that became "effective" on July 31, 2023, the day before the Company sold the August Units. See Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on August 7, 2023. Upon information and belief, Abildgaard was made aware of the MNPI regarding the imminent signing of the LOI and took advantage of it at the expense of the Company and its stockholders. This information and belief are based upon (a) the fact that Abildgaard was routinely made aware of MNPI at the same time as Sindlev and the Company's other directors and officers (see ¶ 100); (b) the fact that Paseco was providing consulting services to Renovaro in connection with the proposed transaction with GEDi Cube (see ¶ 91) and was likely aware of the imminent signing of the LOI in such role; and (c) there would be no business justification for Paseco to forego a senior lien on $2,000,000 of secured debt unless Abildgaard was made aware of MNPI regarding the imminent signing of the LOI. 15 This calculation is based on a paper profit of $2,886,399.60 attributable to the 3,436,190 shares of common stock underlying Paseco's 343,619 shares of Series A Preferred Stock ($1.55 - $0.71 = $0.84 * 3,436,190 = $2,886,399.60) and a paper profit of $1,546,286 attributable to Paseco's warrants to purchase 1,718,095 shares of common stock ($1.55 - $0.65 = $0.90 * 1,718,095 = $1,546,285.50). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 29 of 108 Page ID #:29

25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 publicly reported each of these events separately and in reverse chronological order, further evidence of the deceptive scheme. Upon information and belief, the LOI was signed before the August Units were sold.16 The August Units were sold before the Company changed its name to "Renovaro Biosciences Inc."17 39. First, Renovaro filed a Form 8-K at 11:35 am Eastern Time on August 7, 2023, reporting that the Company had changed its name. Second, the Company filed a Form 8-K at 4:14 pm Eastern Time on August 7, 2023 reporting the August Placement. Two days later, on August 9, 2023, the Company filed a Form 8-K finally announcing the LOI. There is no legitimate business explanation for this separation and sequence, other than to obscure the fact that the Board, Sindlev, Abildgaard, K&L Gates, and Parker18 facilitated the exploitation of MNPI to unjustly enrich insiders Sindlev and 16 This information and belief are based upon (a) the unlikelihood that Sindlev would have invested $500,000 in August Units unless the LOI was signed by both Renovaro and GEDi Cube; (b) the unlikelihood that Paseco would have elected to convert $2,000,000 of secured debt and invest an additional $450,000 in cash unless the LOI was signed by both Renovaro and GEDi Cube; and (c) the unlikelihood that Renovaro would have engaged in discussions with GEDi Cube for over two months and negotiations for over two weeks and then sell the August Units on the same date as the LOI was signed, but before it was signed by both parties. 17 The Certificate of Designations for the Series A Preferred Stock, which included the liquidation value of $7.13 per share, was filed at 11:30 am (Eastern Time) on August 1, 2023. The amendment to the Company's Certificate of Incorporation changing its name to "Renovaro Biosciences Inc." was filed at 5:04 pm (Eastern Time) on August 1, 2023. 18 Upon information and belief, K&L Gates and Parker advised the Company on the disclosures in the Form 8-Ks reporting the name change, the August Placement, and the LOI. This information and belief are based upon the fact that K&L Gates and Parker are listed as counsel representing the Company on all matters related to SEC filings, Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 30 of 108 Page ID #:30

26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Abildgaard, each of whom K&L Gates and Parker had separately represented on matters related to the Company. D. Sindlev's ill-gotten stock option. 40. On July 30, 2023, two days after the Board approved the LOI and authorized Dybul to sign it, Sindlev was granted a spring-loaded stock option to purchase 131,579 shares at $0.57 per share,19 another exploitation of MNPI in contravention of Rules 10b-5(a) and (c) under the 1934 Act that constituted corporate waste and resulted in part from breaches of the Board's fiduciary duties under Delaware law, unjustly enriching Sindlev. Even though the LOI had not been signed when this option was granted, the Board had already authorized Dybul to sign the LOI on behalf of the Company, and Sindlev was at the center of the negotiations, so the imminent execution of the LOI was MNPI as of the July 30, 2023 stock option grant date. The Board (or, if applicable, the directors serving on the Compensation Committee of the Board) either knew or was reckless in not knowing that the value of the common stock including responses to SEC comment letters (see the Company's March 9, 2020 response to the SEC's comment letter, copying Parker), SEC registration statements (see the Company's Form S-3 Registration Statements filed on July 13, 2020 and February 11, 2022, each listing Parker on the cover page), and legal opinions filed as exhibits with the SEC (see the legal opinions of K&L Gates filed as Exhibit 5.1 to the Company's Form 8-Ks filed with the SEC on July 20, 2020 and June 16, 2021 and the Company's Form S-8 Registration Statements filed on December 13, 2021 and October 23, 2023). Finally, the Special Meeting is scheduled to take place at the offices of K&L Gates in Miami, FL, where Parker works (see Proxy Statement, at p. 51). 19 See Form 4 filed by Sindlev with the SEC on August 1, 2023. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 31 of 108 Page ID #:31

27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 was much greater than $0.57 per share at the time of the grant. Based on the $1.55 price after the LOI announcement, Sindlev received an ill-gotten paper profit of roughly $128,947,20 all of which should be disgorged to the Company. E. Paseco's ill-gotten consulting shares. 41. Upon information and belief, on July 28, 2023, the same date the Board authorized and approved the LOI, Renovaro agreed to issue Paseco or Abildgaard 500,000 shares of common stock priced at $0.57 per share (the same as the exercise price for Sindlev's spring-loaded stock option (discussed in the paragraph above) in exchange for "consulting services" valued at $285,000,21 another exploitation of MNPI 20 This paper profit is calculated based on the difference between the $1.55 price closing price after the announcement of the LOI and the $0.57 exercise price ($0.98) times the number of shares underlying the stock option (131,597). $0.98 * 131,597 = $128,947.42. 21 See the Company's Form 10-K filed on October 2, 2023, at p. F-32. Although this disclosure does not identify Paseco or Abildgaard as the recipient of these consulting shares, the Plaintiffs' information and belief that this consultant was Paseco or Abildgaard are based upon (a) the fact that Renovaro has had a consulting agreement with Paseco since December 2019, and Renovaro issued 1,000,000 restricted shares of common stock to Paseco between June 30, 2023 and September 30, 2023 (see the Company's Form 10-Q filed with the SEC on November 14, 2021, at p. 26); (b) Renovaro committed to issue these shares on July 28, 2023, the same date the Board held a telephonic meeting authorizing Dybul to execute the LOI; and (c) Paseco has a history of being compensated with shares of the Company's common stock in exchange for consulting services related to business combination transactions that dates back to 2014 (see the Action by Written Consent of the Sole Director of Putnam Hills Corp. (Renovaro's name before it was changed to DanDrit) dated February 6, 2014 included in Exhibit 3.1 to the Company's Form 10-K filed with the SEC on October 2, 2023, under the caption entitled "Consulting Agreement"; see also Exhibit 10.12 to the Company's Form S-1 filed with the SEC on February 14, 2014; see also Amendment Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 32 of 108 Page ID #:32

28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 in contravention of Rules 10b-5(a) and (c) under the 1934 Act that constituted corporate waste and breaches of the Board's fiduciaries duty under Delaware law, unjustly enriching Abildgaard. Although the LOI had not been signed as of the date Renovaro agreed to issue these shares to Paseco or Abildgaard, the Board had already authorized the execution of the LOI, so its imminent execution was MNPI, and the Board therefore either knew or was reckless in not knowing that the value of the common stock was much greater than $0.57 per share at the time the Company committed to issue these consulting shares to Paseco or Abildgaard. Based on the $1.55 price after the LOI announcement, Paseco received 316,129 ill-gotten shares in exchange for the consulting services,22 all of which should be disgorged to the Company and none of which should be counted (either directly or by proxy or for purposes of a quorum or the votes cast on any proposal) at the Special Meeting. No. 6 to the Company's Form S-1 registration statement included as Exhibit 4.1 to the Company's Form 8-K/A filed with the SEC on August 12, 2014, at p. II-12). 22 Given the $285,000 value attributed to "the consulting services," the number of shares of common stock issuable to Paseco at the $1.55 closing price after the announcement of the LOI would have been 183,871 (285,000/1.55). 500,000 ? 183,871 = 316,129. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 33 of 108 Page ID #:33

29 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 II. The June Placement 42. On June 26, 2023, Renovaro sold common stock and warrants to purchase common stock to numerous investors, including Sindlev23 and Abildgaard,24 again in a private placement (June Placement).25 Consistent with the overall pattern of exploiting MNPI in violation of Rules 10b-5(a) and (c) under the 1934 Act, corporate waste and breaches the Board's fiduciary duties under Delaware law, the June Placement was priced when the Board (including Sindlev), K&L Gates, and Parker?and upon information and belief Abildgaard?were sitting on MNPI, in this case the Company's $20,000,000 equity line of credit with Lincoln Park that was signed on June 20, 2023 (2023 Lincoln Park ELOC) but was not announced until June 27, 2023, 23 Sindlev participated through his company RS Bio, purchasing 1,866,794 shares of common stock and warrants to purchase 943,397 shares of common stock at $0.53 per share for $989,400.82 in cash. See Form 4 filed by Sindlev with the SEC on June 27, 2023. 24 Abildgaard participated through his company Paseco, receiving (a) upon conversion of $1,200,000 of Convertible Notes, 2,264,150 shares of common stock and warrants to purchase 1,132,075 shares of common stock at $0.53 per share and (b) upon the improper application of $300,822 of advance PIK interest under the Secured Note, 567,588 shares of common stock and warrants to purchase 283,794 shares of common stock at $0.53 per share. Paseco ended up with a total of 2,831,738 shares of common stock and warrants to purchase 1,415,869 shares of common stock at $0.53 per share in the June Placement. See Form 3 filed by Abildgaard on October 6, 2023. 25 The shares of common stock were sold in the June Placement for $0.53 per share and each investor received 50% warrant coverage at an exercise price of $0.53 per share. See the Company's Form 8-K filed with the SEC on June 28, 2023. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 34 of 108 Page ID #:34

30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the day after the June Placement.26 Although the Company's stock price did not ultimately increase after the Form 8-K announcing the 2023 Lincoln Park ELOC was filed, there was no legitimate business reason to file this Form 8-K a week after signing and one day past the deadline under SEC regulations when the Form 8-K announcing the June Placement was filed a day later, two days after signing.27 A. Paseco's ill-gotten common stock and warrants in the June Placement. 43. Once again, Abildgaard's participation in the June Placement was plotted, in part, through a scheme involving the Secured Note. Even though (a) the Secured Note expressly provided that a $300,822 advance interest payment was due on May 30, 2023 and payable in cash or shares based on the closing price on such date ($0.94)28 and (b) Paseco had already elected to receive cash,29 the Board allowed Paseco to apply the $300,822 of interest to "purchase" June Units in the June Placement, resulting in 26 The Company's Form 8-K reporting the 2023 Lincoln Park ELOC was due on June 26, 2023 (within four business days), but it was not filed until June 27, 2023, a day later. 27 Upon information and belief, the Form 8-K reporting the 2023 Lincoln Park ELOC was filed a day late to provide Sindlev and Abildgaard with an opportunity to exploit the MNPI. This information and belief are based upon (a) the fact that Sindlev was engaged in discussions with GEDi Cube about the proposed transaction (see Proxy Statement, at pp. 54-55) and, as Board Chair, was aware of the signing of the 2023 Lincoln Park ELOC on June 20, 2023; and (b) Abildgaard was made aware of MNPI at the same time as Sindlev and Renovaro's other directors and officers on a regular basis (see ¶ 100). 28 See § 4 of Exhibit 4.3 to the Company's Form 10-K filed with the SEC on February 27, 2023. 29 See the Company's Form 10-K filed on October 2, 2023, at p. F-18. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 35 of 108 Page ID #:35

31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Paseco receiving shares of common stock priced at $0.53 instead of $0.94, plus 50% warrant coverage with a $0.53 exercise price. Not only did the Board allow Paseco to change the interest payment election from cash to stock, but the Board ignored the predetermined $0.94 price that was embedded in the Secured Note that was binding on Paseco. 44. According to the Company's Form 10-K filed with the SEC on October 2, 2023, "[o]n June 12, 2023 [Paseco] notified the Company that it wanted to apply the [$300,822] Interest Payment due to it towards the Company's next private placement."30 This purported notification occurred roughly two weeks after the interest was due and Paseco had already elected to receive cash, and it occurred while Sindlev was engaged in advanced discussions with a representative of GEDi Cube regarding the proposed acquisition.31 Upon information and belief, Abildgaard was aware of Sindlev's advanced discussions with GEDi Cube at the time Paseco abruptly changed course and notified the Company that it wanted to apply the $300,822 towards the next private placement instead of receiving the interest in cash.32 30 See the Company's Form 10-K filed with the SEC on October 2, 2023, at p. 44. 31 See Proxy Statement, at p. 54 "[t]hroughout June, Ms. Storms and Mr. Sindlev continued to have discussions regarding a possible transaction." 32 This information and belief are based upon (a) the fact that Abildgaard has consistently had access to MNPI at the same time as Sindlev and Renovaro's other directors and officers (see ¶ 100); (b) Paseco was providing consulting services to the Company in connection with the transactions being negotiated with GEDi Cube and was therefore likely aware of the advanced discussions in connection with that consulting role (see ¶ 91; and (c) there is no other plausible explanation why Abildgaard Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 36 of 108 Page ID #:36

32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 45. For Renovaro's part, there was no legitimate business justification for issuing any securities to Paseco in exchange for the $300,822 interest payment other than shares of common stock at the agreed upon $0.94 price contained in the binding Secured Note. In addition, the Company's Form 8-K reporting the June Placement disclosed that Paseco had converted $1,200,000 of Convertible Notes in the June Placement but it omitted the application of the $300,822 of interest in the June Placement. Not only was that a violation of Rule 12b-20 under the 1934 Act,33 but it is evidence that the Board (including Sindlev), Abildgaard, K&L Gates, and Parker were trying to conceal this exploitation of MNPI and corporate waste. These are all hallmarks of the deceptive scheme to exploit MNPI in violation of Rules 10b-5(a) and (c) under the 1934 Act and unjustly enrich Paseco and Abildgaard at the expense of Renovaro and its stockholders. The Board's authorization of the application of the $300,822 interest payment in the June Placement was corporate waste in breach of the directors' fiduciary duties under Delaware law. Instead of issuing 320,023 shares of common stock (the shares Paseco was entitled to receive at the $0.94 price),34 the would cause Paseco to elect to receive $300,822 of interest in cash and then suddenly flip flop to elect to receive equity securities. 33 See 17 CFR §240.12b-20 ("In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in light of the circumstances in which they are made not misleading."). 34 Although the calculation of $300,822/$0.94 = 320,023 shares, as mentioned in ¶ 46 below, since $80,219 of the $300,822 interest was ultimately unearned, the accrued Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 37 of 108 Page ID #:37

33 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Company issued Paseco 567,588 shares of common stock plus warrants to purchase 283,794 shares at $0.53 per share. The result was Paseco receiving 247,565 ill-gotten shares of common stock and ill-gotten warrants to purchase 283,794 shares of common stock at $0.53 per share, all of which should be disgorged to the Company and none of which should be counted (either directly or by proxy or for purposes of a quorum or the votes cast on any proposal) at the Special Meeting. B. Paseco's free common stock and warrants in the June Placement. 46. As mentioned above, the Secured Note expressly provided for a mandatory advance interest payment of $300,822 to be made on May 30, 2023. This advance interest payment was calculated on the entire $5,000,000 principal under the Secured Note for the six-month period between May 30, 2023 and the November 30, 2023 maturity date. Due to the opportunistic conversion of $2,000,000 of principal into the August Placement on August 1, 2023 (four months before the maturity date), $80,219 of this $300,822 advance interest payment never accrued and was unearned.35 portion of this interest was only $220,603. The actual number of shares Paseco was entitled to receive at the $0.94 price was therefore 234,684 ($220,603/0.94 = 234,684). 35 This calculation of unearned interest is based on 40% ($2,000,000 of converted principal divided by $5,000,000 of total principal) of the $300,822 advance interest amount (2/5 * $300,822 = $120,328) minus the portion of this advance interest that accrued while the $2,000,000 was actually outstanding (calculated by dividing the number of months the $2,000,000 principal was actually outstanding during this advance interest period (two: June and July) by the number of months comprising the entire advance interest period (six: June, July, August, September, October and November) (2/6 * $120,328 = $40,109) ($120,328 - $40,109 = $80,219). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 38 of 108 Page ID #:38

34 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 This resulted in Paseco receiving 151,357 shares of common stock ($80,219/0.53 = 151,357) and warrants to purchase 75,679 shares of common stock at $0.53 per share (50% warrant coverage, 151,357/2 = 75,679) for free. This is yet another blatant instance of exploitation of MNPI in violation of Rules 10b-5(a) and (c) under the 1934 Act, corporate waste, and breaches of the Board's fiduciary duties under Delaware law to unjustly enrich Abildgaard. The Board, K&L Gates, and Parker should have addressed this windfall before allowing the "conversion" of the $2,000,000 of principal in the August Placement by insisting that Paseco relinquish the free shares and warrants. This was not an honest oversight. The Board, K&L Gates and Parker sought to conceal these kickbacks to Paseco by omitting the application of the $300,822 in the June Placement from the Company's June 28, 2023 Form 8-K, a violation of Rule 12b-20.36 The 151,357 shares of common stock and the warrants to purchase 75,679 shares of common stock at $0.53 per share that were issued to Paseco for free should be disgorged to the Company and none of these shares should be counted (directly or by proxy) at the Special Meeting. 47. Paseco also elected to convert two $600,000 convertible promissory notes (a total of $1,200,000 of principal) (Convertible Notes) in the June Placement. When these Convertible Notes were amended in February 2023 to extend their maturity date 36 This Form 8-K reported the Company's sale of the June Units for cash and the issuance of June Units upon conversion of the Convertible Notes, but it omitted the issuance of June Units to Paseco for the $300,822 of purported interest. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 39 of 108 Page ID #:39

35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 until February 2024, the Company issued Paseco 169,020 shares of common stock as advance payment-in-kind (PIK) interest for the one-year extension period.37 However, since these Convertible Notes were converted in the June Placement on June 26, 2023 (four months into the one-year extension period), two-thirds of this PIK interest had not accrued and was therefore unearned, resulting in 112,680 free shares of common stock being issued to Paseco upon conversion of the Convertible Notes in the June Placement.38 Unlike the Secured Note, the Convertible Notes were convertible into equity securities by their terms, so the Board (including Sindlev), K&L Gates, and Parker should have addressed this in the Convertible Notes to protect Renovaro against free shares being issued to Paseco in the event of a conversion before maturity. At the very least, the Board (including Sindlev), K&L Gates, and Parker should have required that Paseco relinquish the 112,680 free shares of common stock as a condition to converting the Convertible Notes in the June Placement. They failed to do so, once again facilitating the exploitation of MNPI in violation of Rules 10b-5(a) and (c) under the 1934 Act, engaging in corporate waste, and breaching fiduciary duties under Delaware law to unjustly enrich Abildgaard. The 112,680 shares of common stock issued to Paseco for free should be disgorged to the Company and none of these shares 37 See the Company's Form 10-K filed with the SEC on October 2, 2023, at p. F-17. 38 169,020 * 2/3 = 112,680. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 40 of 108 Page ID #:40

36 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 should be counted (either directly or by proxy or for purposes of a quorum or the votes cast on any proposal) at the Special Meeting. III. The common stock issued to Paseco as PIK interest at a backdated price. 48. When Renovaro amended the Convertible Notes in February 2023, the documents were backdated to December 30, 2022,39 and the Company used the closing price on such date ($1.03) to price the shares of common stock that were issued to Paseco as PIK interest.40 Aside from backdating the pricing of these shares, consistent with the pattern of issuing shares to insiders ahead of the release of MNPI, the shares issued as PIK interest under the Convertible Notes were priced before the Company announced that the maturity date of the Convertible Notes was extended from February 6, 2023 until February 28, 2024. The closing price of the Company's common stock on February 24, 2023, the day after the Company filed a Form 8-K reporting the amendments,41 was $1.12. Had the Company priced the PIK interest shares after the 39 See the Company's Form 8-K filed with the SEC on February 23, 2023 (Exhibits 10.1, 10.2 and 10.3). 40 See the Company's Form 10-K filed with the SEC on October 2, 2023, at p. F-17. In addition to the 169,020 shares issued as advance PIK interest for the period between the date of the amendment and maturity date, the Company also issued 29,419 shares issued as PIK interest that accrued on the Convertible Notes before the amendments. As a result, the Company issued Paseco a total of 198,439 shares of common stock as PIK interest when these amendments were signed in February 2023, but such shares were priced as of December 30, 2022 ($1.03). 41 The Form 8-K filed on February 23, 2023 was made after the market closed, so the closing price on such date ($1.09) did not reflect the information included in this Form 8-K. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 41 of 108 Page ID #:41

37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 market was informed of the maturity extension, Paseco would have received 182,493 shares,42 meaning that Paseco received 15,946 ill-gotten shares as PIK interest,43 all of which should be disgorged to the Company and none of which should be counted (either directly or by proxy or for purposes of a quorum or the votes cast on any proposal) at the Special Meeting. IV. The concealment of the shares issued to Paseco in violation of SEC disclosure regulations. 49. Renovaro has consistently contravened Item 701 of Regulation S-K44 by failing to disclose the issuance of common stock to Paseco or Abildgaard in exchange for consulting services and the issuance of common stock to Paseco as PIK interest as required in the Company's 1934 Act reports.45 Since none of these issuances were 42 At a per share price of $1.03, the PIK interest attributable to the 198,439 shares of common stock was $204,392.17 (198,439 * $1.03). Had the shares been priced after the announcement of the maturity extension, the number of shares would have been 182,493 ($204,392.17/$1.12 = 182,493). 43 198,439 ? 182,493 = 15,946. 44 See 17 CFR § 229.701, Recent sales of unregistered securities. 45 These issuances were disclosed in the notes to the Company's financial statements, but that disclosure does not satisfy the specific disclosure requirements imposed by Item 701 of Regulation S-K. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 42 of 108 Page ID #:42

38 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 registered with the SEC under the 1933 Act,46 unless reported in a Form 8-K,47 they were required to be disclosed as an unregistered sale of equity securities in the Form 10-Q48 for the fiscal quarter during which the shares were issued or, if issued during the fourth fiscal quarter, the applicable Form 10-K.49 50. The Company has never disclosed the issuance of the shares of common stock to Paseco or Abildgaard in exchange for consulting services or the issuance of the shares of common stock to Paseco as PIK interest in a Form 8-K, Form 10-Q or 46 Any shares issued to Paseco or Abildgaard in exchange for consulting services could not have been registered under the Company's Form S-8 registration statements because (a) in the case of Paseco, such form is only available to register issuances to consultants or advisors who are natural persons; and (b) in the case of Paseco or Abildgaard, such form is not available for services that directly or indirectly promote the registrant's securities. Upon information and belief, the consulting services provided by Paseco and Abildgaard have directly or indirectly promoted the Company's stock. Such information and belief are based upon (a) an email from Dybul on March 28, 2022 to Sindlev and other directors on the Board requesting input on prospective agents to introduce investors in which Dybul compares Abildgaard's compensation in restricted stock units (RSUs) to others seeking transaction compensation "based on the value of any investment" and alluding to the fact that H.C. Wainwright & Co. had a right of first refusal to act as placement agent; (b) an email from Abildgaard to Wittekind on February 23, 2022 in which Abildgaard writes "[w]e are working with our investors to secure the value of [Renovaro] on Nasdaq. We are in contact with potential investors on the coming funding . . . (emphasis added); and (c) Paseco's history of being compensated for consulting services and allocating such shares to its "designees" (see clause (c) of footnote 21). 47 See Item 3.02 of Form 8-K. Since the Company is a smaller reporting company, unregistered sales of equity securities do not need to be reported on a Form 8-K unless the number of shares exceeds 5% of the shares outstanding. 48 See Instructions to Form 10-Q?Part II. Item 2. 49 See Instructions to Form 10-K?Part II. Item 5(a). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 43 of 108 Page ID #:43

39 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Form 10-K. Clause (a) of Item 701 of Regulation S-K provides "[a]s to any such securities not publicly offered, name the persons or identify the class of persons to whom the securities were sold" and clause (c) of Item 701 of Regulation S-K provides "[a]s to any securities sold otherwise than for cash, state the nature of the transaction and the nature and aggregate amount of consideration received by the registrant." Upon information and belief, the Company, counseled by K&L Gates and Parker, did not disclose (a) the issuance of shares of common stock to Paseco or Abildgaard in exchange for consulting services in accordance with Item 701 of Regulation S-K to conceal the identity of Paseco or Abildgaard as the recipient and to conceal the nature of the consulting services and exploitation of MNPI; or (b) the issuance of the shares of common stock to Paseco as PIK interest to conceal the inadequate consideration (sometimes no consideration) and exploitation of MNPI.50 These violations of SEC disclosure regulations were part of the deceptive scheme in violation of Rules 10b-5(a) and (c) under the 1934 Act designed to conceal the exploitation of MNPI, corporate waste, and breaches of the Board's fiduciary duties under Delaware law. V. The ill-gotten shares of common stock issued to Abildgaard and/or Paseco upon conversion of RSUs. 51. According to the Company's Form 10-K filed with the SEC on February 27, 2023, "on February 18, 2021 there were 35,000 [RSUs] that immediately vested 50 Such information and belief are based upon the fact that these transactions were disclosed in the footnotes to the Company's financial statements, but the identity of Paseco or Abildgaard and the nature of the consulting services were concealed. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 44 of 108 Page ID #:44

40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and were converted into shares of common stock in exchange for consulting services valued at $147,000."51 Based upon the closing price of Renovaro's common stock on February 18, 2021 ($4.20), there were 35,000 shares of common stock issued to the unnamed consultant on such date ($147,000/$4.20 = 35,000). 52. According to the Company's Form 10-K filed with the SEC on October 2, 2023, "on December 28, 2021 there were 35,000 [RSUs] that immediately vested and were converted into shares of common stock in exchange for consulting services valued at $252,350."52 Based upon the closing price of the common stock on December 28, 2021 ($7.21), there were 35,000 shares of common stock issued to the unnamed consultant on such date ($252,350/$7.21 = 35,000). 53. On information and belief, the 35,000 shares of common stock issued on February 18, 2021 and the 35,000 shares of common stock issued on December 28, 2021 were issued to Paseco and/or Abildgaard. This information and belief are based upon an email from Dybul on March 28, 2022 in which Dybul states "ole [Abildgaard]'s comp is 35k rsu/year" and states it was "much less" than other third parties with whom Dybul was communicating about being compensated for introducing investors to the Company.53 51 See the Company's Form 10-K filed with the SEC on February 27, 2023 at p. F-25. 52 See the Company's Form 10-K filed with the SEC on October 2, 2023, at p. F-23. 53 This email also referenced a right of first refusal for "hcw" (a reference to H.C. Wainwright) to act as placement agent. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 45 of 108 Page ID #:45

41 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 54. Under the terms of the Company's 2019 Equity Incentive Plan (2019 Plan),54 a consultant or advisor is only eligible to receive an award (including, without limitation RSUs) if such consultant or advisor "qualifies as a consultant or advisor . . . under Form S-8 (during any period in which the Company is subject to the reporting requirements of the Exchange Act).55 The Company was subject to the reporting requirements under the 1934 Act as of February 18, 2021 and December 28, 2021 (the dates the RSUs vested and were converted into shares of common stock). Form S-8 is not available for consultants or advisors if, among other things, the services "directly or indirectly promote or maintain a market for the registrant's securities."56 55. Upon information and belief, the consulting services provided by Paseco and/or Abildgaard in exchange for the RSUs directly or indirectly promoted the Company's stock. This information and belief are based upon (a) Dybul's email comparing Abildgaard's compensation of 35,000 RSUs per year to others seeking to introduce investors to the Company in exchange for compensation; and (b) an email from Abildgaard to Wittekind on February 23, 2022 in which Abildgaard writes "[w]e are working with our investors to secure the value of [Renovaro] on Nasdaq. We are in contact with potential investors on the coming funding . . ." (emphasis added). 54 The 2019 Plan became effective on December 12, 2019. 55 See Enochian Biosciences, Inc. Equity Incentive Plan, attached as Exhibit 10.2 to the Company's Form 10-K filed with the SEC on October 2, 2023 (§ 2, definitions of "Consultant" and "Service Provider"). 56 See Form S-8?General Instructions?Rule as to Use of Form S-8: 1(a)(1)(iii). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 46 of 108 Page ID #:46

42 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 56. The RSUs issued to Paseco and/or Abildgaard and the shares of common stock issued to Paseco or Abildgaard upon conversion of the RSUs violated Rules 10b-5(a) and (c) under the 1934 Act and resulted, in part, from breaches of the Board's fiduciary duties (or the fiduciary duties of the directors serving on the Compensation Committee of the Board) because the terms of the 2019 Plan approved by the Board and the Company's stockholders expressly provided that awards thereunder, including RSUs, could not be issued to consultants in exchange for services that directly or indirectly promoted the Company's stock. The Board (including Sindlev) (or the Compensation Committee of the Board) either knew or was reckless in not knowing that Paseco and Abildgaard were directly or indirectly promoting the Company's stock. The 70,000 ill-gotten shares of common stock upon conversion of the RSUs (or cash in an amount equal to the value of such shares, plus interest) should be disgorged to the Company, and none of these shares should be counted (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) at the Special Meeting. 57. Upon information and belief, K&L Gates and Parker were aware of the terms of the 2019 Plan and were also aware that Paseco and Abildgaard were directly or indirectly promoting the Company's stock. This information and belief are based upon (a) the fact that K&L Gates delivered a legal opinion with the Company's Form S-8 registration statement filed with the SEC on December 13, 2021 in which K&L Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 47 of 108 Page ID #:47

43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Gates stated that it had "examined and relied on" among other things, the 2019 Plan;57 and (b) the fact that Parker was copied on Dybul's March 28, 2022 email comparing Abildgaard's compensation of 35,000 RSUs per year to other parties seeking compensation to introduce investors to the Company (i.e., to promote the stock). As a result, K&L Gates and Parker directly participated in the violations of Rules 10b-5(a) and (c) under the 1934 Act and the breaches of fiduciary duties by the Board (or the directors serving on the Compensation Committee of the Board). VI. The wink-and-nod scheme with Lincoln Park. 58. The Board (including Sindlev), K&L Gates, and Parker started facilitating the exploitation of Renovaro's MNPI long before the negotiations with GEDi Cube. On July 8, 2020 the Company entered a $20,000,000 equity line of credit with Lincoln Park (2020 Lincoln Park ELOC).58 On its face, the 2020 Lincoln Park ELOC purported to provide Renovaro with immediate access to liquidity by giving the Company the unilateral right to sell shares of common stock to Lincoln Park from time to time over the term of the 2020 Lincon Park ELOC. But rather than use the 2020 Lincoln Park ELOC to satisfy Company liquidity needs, the Board (including Sindlev and particularly Dybul), K&L Gates, and Parker used it to facilitate a wink-and-nod scheme where the Company would only sell shares of common stock to Lincoln Park 57 See Exhibit 5.1 to the Company's Form S-8 Registration Statement filed with the SEC on December 13, 2021. 58 See the Company's Form 8-K filed with the SEC on July 14, 2020. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 48 of 108 Page ID #:48

44 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 immediately ahead of the release of positive MNPI to ensure Lincoln Park made a profit. This scheme violated Rules 10b-5(a) and (c) under the 1934 Act. In exchange for this untoward accommodation, the purported access to liquidity helped the Company elude a "going concern" qualification in the annual audit report on the Company's financial statements for the years ended June 30, 2020 and June 30, 2021.59 59. Although K&L Gates and Parker were acting as legal counsel to Renovaro on paper, they brokered (and therefore directly participated in) the wink-and-nod scheme on behalf of the Company and their longtime client Lincoln Park.60 The Board (including Sindlev) was made aware of the egregious conflict of interest that K&L Gates and Parker had with Lincoln Park,61 yet the Board still retained K&L Gates and Parker to "represent" the Company in the 2020 Lincoln Park ELOC to take advantage of the scheme. The Board's waiver of the conflict of interest that K&L Gates and Parker had with Lincoln Park was a blatant violation of the Company's code of ethics and a 59 See the Company's Form 10-K filed with the SEC on September 23, 2020, at p. F-2, and the Company's Form 10-K filed with the SEC on September 24, 2021, at p. F-2. 60 According to SEC filings, in 2020 alone, Lincoln Park signed thirty-three (33) equity line of credit transactions. K&L Gates and Parker represented Lincoln Park in twenty-three (23) of them. According to K&L Gates, Parker had worked with Lincoln Park for over 15 years at the time of the 2020 Lincoln Park ELOC (see footnote 61 below). 61 In a letter dated August 4, 2023, Christopher Valente of K&L Gates wrote that a slide deck provided to the Board on July 2, 2020 "expressly disclosed that ?Lincoln Park Capital is an investment group that Clay [Parker] has worked with for over 15 years.'" Mr. Valente's August 4, 2023 letter also stated that "in addition to the above described disclosures, K&L Gates also obtained appropriate written waivers and consents from [the Company] and Lincoln Park in connection with both [the 2020 Lincoln Park ELOC and the 2023 Lincoln Park ELOC]." Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 49 of 108 Page ID #:49

45 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 breach of the Board's fiduciary duty under Delaware law.62 The fact that the Board was made aware of the conflict and decided to waive it without an ethical wall or ethical screen within K&L Gates to prevent Parker and the lawyers working under his supervision from exploiting the conflict to benefit Lincoln Park, all in violation of Renovaro's code of ethics, is evidence that the Board was complicit in the wink and nod scheme. 60. On December 23, 2020, Dybul sent an email to the Board (including Sindlev), Abildgaard, Parker, K&L Gates attorney John Scarborough (Scarborough), and others confirming that (a) the 2020 Lincoln Park ELOC was attributable to Parker's relationship with Lincoln Park, and (b) the utility of 2020 Lincoln Park ELOC was to avoid a going concern qualification.63 61. Further evidence that the 2020 Lincoln Park ELOC was a wink-and-nod scheme as opposed to an arms' length financing transaction is that Lincoln Park was 62 See Exhibit 14.1 to the Company's Form 10-K/A filed with the SEC on October 29, 2018 (§10. Conflicts of Interest. "The Company employees, officers and directors should avoid all potential conflicts of interest or situations that give the appearance of such conflict of interest.") Each director and officer of the Company, as well as K&L Gates and Parker, were subject to this code of ethics (§1. General Policy. "Each Company employee, officer and director, as well as agents and contractors working on behalf of the Company, must work to comply with the policies set forth in this Code of Ethics and Conduct (the "Code"). All employees, officers and directors should review this Code and make sure that these policies guide their actions.") (emphasis added). 63 Dybul's December 23, 2020 email reads, in pertinent part "[a]s you know, thanks to Clay's contacts, we secured a $20 million ?equity line' through LPC, effectively protecting us from being designated as a going concern for a while." Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 50 of 108 Page ID #:50

46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ostensibly without counsel, a gross deviation from Lincoln Park's ordinary practice. According to SEC filings, of the 33 equity line of credit transactions that Lincoln Park signed in 2020, it had its own legal counsel in 32 of them. The lone outlier: the 2020 Lincoln Park ELOC in which K&L Gates and Parker "represented" the Company. 62. What transpired after the 2020 Lincoln Park ELOC substantiates that the 2023 Lincoln Park ELOC was not only a deceptive scheme that violated Rules 10b-5(a) and (c) but also resulted in corporate waste facilitated by breaches of the Board's fiduciary duties under Delaware law. Despite dangerously low cash balances during the eight-month period following the signing of the 2020 Lincoln Park ELOC,64 Renovaro did not draw on 2020 Lincoln Park ELOC until June 11, 2021, when it sold 50,000 shares of common stock to Lincoln Park at $4.057 per share and committed to sell 150,000 shares of common stock to Lincoln Park on June 14, 2021 at the closing price on such date ($6.79 per share).65 Not only was this almost a year after the 64 The Company's total cash balance was less than $1,000,000 before it received $3,260,800 in private placement proceeds on March 24, 2021 and March 31, 2021 (the Company's total cash balance was $4,526,284 as of March 31, 2021). See the Company's Form 10-Q filed with the SEC on May 17, 2021, at pp. 2 & 16. 65 Although the Company's Form 10-K filed with the SEC on September 24, 2021 discloses that the Company sold 50,000 shares of common stock to Lincoln Park on June 11, 2021 at "an average price of $4.057 per share" and 150,000 shares of common stock to Lincoln Park on June 14, 2021 "at an average price of $6.79 per share," the formulae in the 2020 Lincoln Park ELOC and the closing prices of the common stock between May 27, 2021 and June 14, 2021 substantiate that these shares were sold at the actual prices referenced, not average prices. See Form 10-K filed with the SEC on September 24, 2021, at p. F-22; see also Exhibit 4.1 to the Company's Form 8-K filed with the SEC on July 14, 2020 (§§ 2(a) and 2(b) and the definitions of "Accelerated Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 51 of 108 Page ID #:51

47 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Company was eligible to start selling shares for liquidity, it was one business day before the Company issued a June 14, 2021 press release entitled "Enochian BioSciences Announces FDA Acceptance of Pre-IND Request for Potential HIV Cure" and another press release announcing a $29 million registered direct offering (RDO) through H.C. Wainwright & Co. These announcements triggered a spike in the market price on Monday June 14, 2021, reaching a high of $12.99 with trading volume soaring to 105,815,200 shares, an astounding 162,447% increase from the preceding business day on June 11, 2021. 63. Dybul teed-up the explosive press release on the potential HIV cure in an email the morning of Thursday, June 10, 2021, emphasizing it was planned for release on the morning of Monday June 14, 2021 before the market opened.66 On Sunday, June 13, 2021, Dybul circulated the final press release to the Board, confirming that the attached press release "will be issued tomorrow [Monday, June 14, 2021] pre-market." Board member Sapirstein responded: "Looks great. Fingers crossed that we get that pop in the stock that the company needs." 64. The Registration Rights Agreement governing the 2020 Lincoln Park ELOC afforded Renovaro the right to suspend sales to Lincoln Park (and suspend Purchase Date," "Accelerated Purchase Period", "Purchase Notice," and "Purchase Date," in §§ 1((a), (b), (w) and (x)). 66 Dybul's email attached a draft of the press release with the opening line "we would like to release this monday pre-opening of market." Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 52 of 108 Page ID #:52

48 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 resales by Lincoln Park) while the Company was in possession of MNPI,67 but the Company did the opposite by selling shares to Lincoln Park on Friday June 11, 2021 and June 14, 2021 at prices the Board (including Sindlev), K&L Gates, and Parker knew or were reckless in not knowing would skyrocket after the Monday morning announcement. This facilitated the exploitation of MNPI in violation of Rules 10b-5(a) and (c) under the 1934 Act and constituted corporate waste resulting from a breach of the Board's fiduciary duties under Delaware law, unjustly enriching Lincoln Park by allowing it to buy shares at prices that the Board, K&L Gates, Parker, and Lincoln Park knew or were reckless in not knowing would substantially increase upon the planned announcement the morning of June 14, 2021. 65. The trading bonanza that occurred on June 14, 2021 put Lincoln Park in a position to sell up to 339,56768 shares of common stock for gross proceeds of up to $4,410,97569 and a potential ill-gotten profit of up to $3,189,625.70 In its Form 10-K filed with the SEC on September 24, 2021, the Company, K&L Gates, and Parker 67 See Exhibit 10.1 to the Company's Form 8-K filed with the SEC on July 14, 2020 (§§ 3(g)(iii) and 3(n)). 68 In addition to the 50,000 shares sold to Lincoln Park on June 11, 2021 and the 150,000 shares sold to Lincoln Park on June 14, 2021, the Company issued 139,567 "commitment shares" to Lincoln Park when the 2020 Lincoln Park ELOC was entered. 69 Calculated as 339,567 * $12.99 = $4,410,975. 70 Calculated as the maximum gross proceeds ($4,410,975) minus the purchase price for the 50,000 shares (50,000 * $4.057 = $202,850) minus the purchase price for the 150,000 shares (150,000 * $6.79 = $1,018,500). $4,410,975 - $202,850 - $1,018,500 = $3,189,625. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 53 of 108 Page ID #:53

49 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 attempted to obscure the details of these transactions by disclosing that the prices for the shares sold to Lincoln Park on June 11, 2021 and June 14, 2021 were "averages."71 This was misleading. The formulae for calculating the purchase prices contained in the 2020 Lincoln Park ELOC and the closing prices of the common stock during the period commencing 10 trading days before June 11, 2021 and ending on June 14, 2021 substantiate that the $4.057 price for the 50,000 shares sold to Lincoln Park on June 11, 2021 and the $6.79 price for the 150,000 shares sold to Lincoln Park on June 14, 2021 were actual prices, not average prices. 66. Renovaro, K&L Gates, and Parker went a step further when the Company filed its Form 10-K for the year ended June 30, 2022, omitting the dates and prices completely, instead disclosing only that "[i]n June 2021 the Company issued 200,000 shares of Common Stock at an average price of $5.42 per share pursuant to the Purchase Agreement with Lincoln Park for total proceeds to the Company of $1,221,350."72 This misleading disclosure was an obvious attempt to obscure the wink-and-nod scheme. 67. Further evidence of the scheme exists. On January 27, 2021, Dybul sent an email to Sindlev, Abildgaard, the Company's Chief Financial Officer (Luisa Puche), Parker, and Scarborough, suggesting Renovaro sell shares to Lincoln Park the morning 71 See the Company's Form 10-K filed with the SEC on September 24, 2021, at p. F-22. 72 See the Company's Form 10-K filed with the SEC on February 27, 2023, at p. F-25. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 54 of 108 Page ID #:54

50 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of an upcoming press release and instructing Puche to schedule a call with Lincoln Park to coordinate. Dybul invited Sindlev and Abildgaard to join the call.73 Under the 2020 Lincoln Park ELOC, all that is required for a sale of shares is the Company's unilateral delivery of a written purchase notice to Lincoln Park.74 Dybul's email also seems to assume that a wink and nod alerting Lincoln Park to an upcoming positive press release was permissible so long as the contents were not disclosed. This is, of course, erroneous, in that any advance notice of a positive press release expected to increase the market price of the shares constitutes MNPI even if the contents of the release are not divulged.75 The purchase agreement governing the 2020 Lincoln Park ELOC expressly provided "neither the Company nor any Person acting on its behalf shall 73 Dybul's email states, in pertinent part, "lpc [Lincoln Park Capital] has been suggesting that we ?test out' the sale of some shares. Setting that up for the morning of the release might be worthwhile. . . Luisa, please set up a call with lpc to go over options including the accelerator possibility (without telling them why of course). Perhaps rene [Sindlev] and ole [Abildgaard] would want to join? Please let us know." 74 See Exhibit 4.1 to the Company's Form 8-K filed with the SEC on July 14, 2020 (§§ 2(a) and (b)). 75 See Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: Mororola, Inc. Securities Exchange Act of 1934 Release No. 46898 / November 25, 2002 ("Although Regulation FD does not prohibit private discussions between investor relations officers and analysts, it does prohibit communication of material, nonpublic information during those discussions. . . Moreover, this is not a case where the topic came up unexpectedly during a discussion with an analyst over other issues. The IR Director deliberatively initiated a series of telephone calls to analysts specifically to bring this information to their attention. . . Issuers may not evade the public disclosure requirements of Regulation FD by using ?code' words or ?winks and nods' to convey material nonpublic information during private conversations.") (emphasis added). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 55 of 108 Page ID #:55

51 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 provide [Lincoln Park] or its agents or counsel with any information that constitutes or may reasonably be considered to be material, nonpublic information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD."76 (Emphasis added). The planned phone call to alert Lincoln Park to a positive press release in connection with a sale of common stock to Lincoln Park under the 2020 Lincoln Park ELOC shows that the Board (including Sindlev and Dybul), Abildgaard, K&L Gates, and Parker were ignoring this covenant behind the scenes. 68. If the 2020 Lincoln Park ELOC were an arms' length financing arrangement, Renovaro would have merely sent a written notice to Lincoln Park with the number of shares to be sold and the applicable price(s) in the manner provided for in the 2020 Lincoln Park ELOC purchase agreement (defined in the purchase agreement governing the 2020 Lincoln Park ELOC as a "Purchase Notice"). An email suggesting coordination of a sale of shares with a positive news announcement and a suggestion to schedule a call with Lincoln Park to "discuss options" is a hallmark of the scheme. 69. Another email by Dybul evidences the coordination of sales to Lincoln Park with a positive news announcement. On September 21, 2021, Dybul sent an email 76 See Exhibit 4.1 to the Company's Form 8-K filed with the SEC on July 14, 2020 (§ 5(g)). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 56 of 108 Page ID #:56

52 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 to the Board (including Sindlev), copying Parker and attaching a press release stating: "[a]ttached please find the press release regarding the fda's pre-ind written comments. We are positioned to use lpc [Lincoln Park Capital] if the market responds ?exuberantly.'" Once again, the focus is on timing sales to Lincoln Park around positive press releases as opposed to obtaining liquidity to fund operations. The price for a so-called "regular purchase" under the 2020 Lincoln Park ELOC is calculated based upon the closing price(s) of the common stock before the applicable Purchase Notice is required to be delivered after the market closes at 4:00 pm (see footnote 65), so the liquidity (i.e., the gross sale proceeds to Renovaro) for a regular purchase would not change even if the market reacted "exuberantly." However, an exuberant market reaction would certainly increase the profit for Lincoln Park. On top of all of this, the conduct and the circumstances surrounding the emails Dybul sent on September 21, 2021 and January 21, 2021 (see ¶ 67 above) were also gross violations of Renovaro's Insider Trading Policy as effective from the date of September 21, 2020. Section I of that Insider Trading Policy expressly provides "[n]o one in the Company should initiate publicity for the purpose of or that may have the effect of influencing the price of the Company's securities." All of the directors (including Dybul and Sindlev), as well as Parker and Scarborough, received a copy of this version of the Insider Trading Policy from Puche on February 23, 2021. 70. A final example of this scheme comes from Plaintiffs' efforts to obtain Renovaro documents from a properly served books and records demand under Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 57 of 108 Page ID #:57

53 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Delaware General Corporation Law § 220 (§ 220 Demand), which allows Stockholders to investigate corporate waste, mismanagement, and wrongdoing. The express terms of the 2020 Lincoln Park ELOC required the Company to send Lincoln Park "Purchase Notices" after 4:00 p.m. on the effective date. In an August 23, 2023 § 220 Demand, Plaintiffs asked the Company to produce all such Purchase Notices sent to Lincoln Park under the 2020 Lincoln Park ELOC. Represented by K&L Gates and Parker, the Company admitted that "no purchase notices exist," only "confirmations of purchase," and agreed to produce (among other documents) all Lincoln Park "confirmations of purchase" no later than September 13, 2023. About 24 hours later, K&L Gates reneged on its representations and, on behalf of Renovaro, refused to produce any documents in response to the § 220 Demand, except for the minutes of the telephonic Board meeting that occurred on June 14, 2021. Renovaro's use of after-the-fact "confirmations of purchase" (rather than Purchase Notices, as required by agreement with Lincoln Park) is further evidence that the terms of the 2020 Lincoln Park ELOC were not being followed and also raises a question about whether the Company waited to see whether there was a surge in the stock price after announcements of positive MNPI and only then backdated the "confirmations of purchase" to justify the lower, pre-announcement share price. Either way, this scheme violated Rules 10b-5(a) and (c) under the 1934 Act. VII. K&L Gates and Parker have a conflict of interest in representing Renovaro due to their representation of Sindlev, RS Group, RS Bio, Abildgaard, and Paseco in matters relating to Renovaro. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 58 of 108 Page ID #:58

54 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 71. K&L Gates' and Parker's conflicts do not end with Lincoln Park. Though they are counsel for Renovaro, upon information and belief, they are also principal outside counsel for Sindlev, RS Group, RS Bio, Abildgaard, and Paseco in matters relating to the Company. These simultaneous representations created a conflict with K&L Gates and Parker's fiduciary obligations to the Company and its stockholders. For example, K&L Gates and Parker represented and advised (a) Sindlev, RS Group and RS Arving ApS (another Danish company controlled by Sindlev) in transactions involving Renovaro's stock (with Parker holding cash in escrow on behalf of RS Arving) for which agreements were signed on May 18, 2022; and (b) Abildgaard and Paseco in (i) a purchase of Renovaro common stock from Gumrukcu Health LLC pursuant to a Stock Purchase Agreement that was signed on February 16, 2018; and (ii) a $500,000 loan made pursuant to a promissory note dated September 26, 2019 payable by Seraph Research Institute payable to Paseco A/S . The Board's failure to address these conflicts of interest was a violation of the Company's code of ethics and a breach of the Board's fiduciary duty under Delaware law which allowed K&L Gates and Parker to exploit the conflicts at the expense of Renovaro and its stockholders. As mentioned above (see ¶ 59), the Board could have addressed the conflicts by retaining independent legal counsel or at least implementing an ethical wall or ethical screen within K&L Gates to prevent Parker and the lawyers working under his supervision (including Scarborough) from exploiting the conflicts of interest. The Board's failure to take these actions not only violated Renovaro's code of ethics, but is evidence they Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 59 of 108 Page ID #:59

55 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 were complicit in the exploitation of the conflicts at the expense of Renovaro and its stockholders.77 VIII. False and misleading statements and material omissions in the Proxy Statement. 72. The Proxy Statement, as supplemented by the Proxy Statement Supplement, violates Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder because it contains false and misleading statements and omits material information necessary to make the statements contained therein, under the circumstances in which they were made, not misleading. A. The fairness opinion. 73. Section 5.29 of the Stock Purchase Agreement provides "[Renovaro] will use its commercially reasonable efforts to cause an investment bank to issue to [Renovaro] an opinion to the effect that, as of the Closing Date, the consideration to be 77 This disturbing complicity continues today. The Proxy Statement, as supplemented by the Proxy Statement Supplement, is rife with material omissions concealing information that benefits Sindlev and Abildgaard, including omission of (a) the automatic conversion of the Series A Preferred Stock (which give RS Bio and Paseco super voting rights and a liquidation preference of $7.13 per share); (b) Abildgaard's sole voting power and sole dispositive power over the securities held by Paseco; and (c) stock compensation to Paseco for unspecified "consulting services" in connection with the LOI and the Stock Purchase Agreement. Upon information and belief, K&L Gates and Parker have counseled Renovaro in preparing and disseminating the Proxy Statement and the Proxy Statement Supplement (see footnote 18), so the aforementioned omissions benefitting Sindlev and Abildgaard is evidence that K&L Gates and Parker continue to exploit the conflicts with impunity. The Board's decision to hold the Special Meeting at the Miami office of K&L Gates (where Parker works) is emblematic of this rot that makes a mockery of the Company's code of ethics. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 60 of 108 Page ID #:60

56 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 paid to the Sellers pursuant to the terms of [the Stock Purchase Agreement] is fair, from a financial point of view, to Renovaro." In addition, Section 7.29 of the Stock Purchase Agreement provides that it is a condition to Renovaro's obligation to close (unless waived in writing by Renovaro) "that the board of directors of [Renovaro] shall have received an opinion from an investment bank to the effect that, as of the Closing Date, the consideration to be paid to the Sellers pursuant to the terms of [the Stock Purchase Agreement] is fair, from a financial point of view, to [Renovaro]." 74. Although the Proxy Statement expressly described each other covenant78 and each other condition79 contained in the Stock Purchase Agreement, it omitted any mention of the fairness opinion covenant contained in Section 5.29 of the Stock Purchase Agreement or the fairness opinion condition contained in Section 7.29 of the Stock Purchase Agreement. 75. According to the Proxy Statement Supplement, on January 10, 2024, over three months after the Stock Purchase Agreement was signed, the Board determined that "due to the lack of financial projections regarding GEDi Cube, a fairness opinion would not be meaningful and directed Renovaro management to waive the closing condition." This disclosure, and the other disclosures in the Proxy Statement Supplement, when read together with the disclosures in the Proxy Statement, omit 78 See Proxy Statement, at pp. 67-69. 79 See Proxy Statement, at pp. 71-73. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 61 of 108 Page ID #:61

57 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 material information related to the fairness opinion that is necessary to make the disclosures in the Proxy Statement, as supplemented by the Proxy Statement Supplement, under the circumstances in which such disclosures were made, not misleading, violations of Section 14(a) of the 1934 Act and Rule 14a-9 thereunder. B. The eleventh-hour waiver of the fairness opinion condition under the Stock Purchase Agreement. 76. The Proxy Statement Supplement states that Renovaro received demand letters from "10 purported stockholders . . . relating to the disclosures in the Proxy Statement." To address the demands, the Company disclosed the following (with new text underlined): 77. On page 57 of the Proxy Statement, paragraph 5, the section entitled "The Transaction-Background of the Transaction," now reads: On September 27, 2023, the Renovaro Board held a meeting at which members of Renovaro management and representatives of K&L were present. Representatives from K&L reviewed with members of the Renovaro Board the status of due diligence and the status of the negotiations on the definitive agreement . . . . The Renovaro Board asked questions and provided feedback and direction to Renovaro management on these matters. Dr. Dybul provided a summary to the Renovaro Board of the information contained in a valuation report which GEDi Cube obtained on the valuation of itself, which was prepared for GEDi based on information provided by GEDi. The valuation report estimated the value of GEDi to be $225 million, but due to the fact that GEDi generated no revenue and had no projections, the Renovaro Board did not give any weight to the valuation as it was calculated based on a comparison to just one prior transaction in the market. Dr. Dybul also provided a summary of the conclusions of the Due Diligence Report. Dr. Dybul reported that the consultant who prepared the report had confidence in the viability and the potential for commercialization of GEDi Cube's technology and platform. The Renovaro Board asked questions of Dr. Dybul regarding these diligence matters and ultimately Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 62 of 108 Page ID #:62

58 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 determined that it had a basis to move forward with the transaction given the timing and financial constraints facing the Company in the short-term. Representatives of K&L then discussed, in response to questions from the Renovaro Board, certain financial terms of the Stock Purchase Agreement (including the 50%/50% split of the ownership of the post-closing combined entity and the possible change in the Renovaro stock price between signing of the LOI and closing). After discussion, the Renovaro Board directed management to continue negotiation of the Stock Purchase Agreement and that the Renovaro Board would reconvene to consider the revised definitive agreement [bold emphasis added]. 78. On page 57 of the Proxy Statement, in the section entitled "The Transaction-Background of the Transaction," the following new paragraph was added at the end of such section: On January 10, 2024 [seven days after issuing the Proxy Statement, in which the fairness opinion was not mentioned at all], the Renovaro Board held a meeting at which members of Renovaro management and representatives of K&L were present. Representatives from K&L reviewed with members of the Renovaro Board the closing condition that the Renovaro Board receive a fairness opinion from an investment bank as to the consideration being paid in the Transaction. The Renovaro Board determined that due to the lack of financial projections regarding GEDi Cube, a fairness opinion would not be meaningful and directed Renovaro management to waive the closing condition [bold emphasis added]. 79. The new disclosures in the Proxy Statement Supplement raise more questions than answers related to the fairness opinion. 80. On September 27, 2023 (one day before Stock Purchase Agreement was signed), the Board disregarded GEDi Cube's valuation report (estimating GEDi Cube's value at $225 million) because GEDi Cube generated no revenue and had no projections. The next day, on September 28, 2023, the Board unanimously approved Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 63 of 108 Page ID #:63

59 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the Stock Purchase Agreement, which included: (a) a covenant for Renovaro to use commercially reasonable efforts to obtain a fairness opinion (Section 5.29 of the Stock Purchase Agreement) and (b) a condition to Renovaro's obligation to close that the Board receive a fairness opinion (Section 7.29 of the Stock Purchase Agreement). 81. Between September 28, 2023 (the date the Stock Purchase Agreement was signed) and January 3, 2024 (the date of the Proxy Statement), Renovaro not only failed to obtain a fairness opinion, but according to the Proxy Statement Supplement, the Board only considered the fairness opinion on January 10, 2024 (one week after the Proxy Statement, 15 days before the Special Meeting) because of stockholder complaints. The Board, with the counseling of K&L Gates, directed Renovaro management to waive the fairness opinion closing condition because "lack of financial projections regarding GEDi Cube" would render any fairness opinion "not meaningful." But this exact information (lack of projections) was, according to the Proxy Statement Supplement, communicated to the Board on September 27, 2023, and yet the covenant to use commercially reasonable efforts to obtain a fairness opinion and the condition to receive one were included in the Stock Purchase Agreement when it was unanimously approved by the Board and signed by Renovaro the next day. It defies logic that the lack of projections would form the basis of a Board decision to waive the condition on January 10, 2024, over three months after the Stock Purchase Agreement was signed, when (a) the Board was informed of the lack of projections when it met to consider the Stock Purchase Agreement on September 27, 2023 and (b) Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 64 of 108 Page ID #:64

60 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the following day, the Board unanimously approved the Stock Purchase Agreement that included (i) a covenant for Renovaro to use commercially reasonable efforts to obtain a fairness opinion and (ii) a closing condition that the Board receive a fairness opinion. The disclosures regarding the fairness opinion in the Proxy Statement Supplement, when read together with the Proxy Statement (including the description of the Stock Purchase Agreement contained therein), are materially misleading because they omit what actions were taken by the Board and Renovaro (if any) between the date the Stock Purchase Agreement was signed on September 28, 2023 and the date the Board instructed Renovaro management to waive the condition on January 10, 2024 with respect to the fairness opinion. 82. The omission of the information described above is material because of the substantial likelihood that a reasonable stockholder would consider the omitted information important in deciding how to vote at the Special Meeting with respect to Proposal 1: Approval of the Issuance of Common Stock in the Transaction Nasdaq Listing Rule 5635 and Proposal 2: Approval of Amendment to Renovaro's Certificate of Incorporation to Increase the Number of Authorized Common Shares of Renovaro. C. The covenant to use commercially reasonable efforts to obtain a fairness opinion. 83. Neither the Proxy Statement nor the Proxy Statement Supplement mention the covenant in Section 5.6 of the Stock Purchase Agreement, and there is no disclosure whatsoever about what steps (if any) Renovaro took to obtain a fairness opinion during the more than three-month period between the date the Stock Purchase Agreement was Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 65 of 108 Page ID #:65

61 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 signed on September 28, 2023 and the date the Board, after consulting with K&L Gates, instructed Renovaro management to waive the condition on January 10, 2024. These are material omissions that render the disclosures in the Proxy Statement, as supplemented by the Proxy Statement Supplement and under the circumstances in which such disclosures were made, materially misleading because of the substantial likelihood that a reasonable stockholder would consider the omitted information important in deciding how to vote on Proposal 1: Approval of the Issuance of Common Stock in the Transaction Nasdaq Listing Rule 5635 and Proposal 2: Approval of Amendment to Renovaro's Certificate of Incorporation to Increase the Number of Authorized Common Shares of Renovaro. D. The Board's reliance on hearsay from an unnamed consultant. 84. As referenced above, the Proxy Statement Supplement states that during the Board meeting held on September 27, 2023, in lieu of relying on a valuation report, the Board ultimately decided to rely on hearsay from Dybul "that the consultant who prepared the report had confidence in the viability of and the potential for commercialization of GEDi Cube's technology and platform." As a result of this disclosure in the Proxy Statement Supplement, the failure to identify the consultant and the failure to explain the basis for the Board's reliance on the hearsay reported by Dybul attributed to the unidentified consultant's "confidence" are material omissions that render the disclosures in the Proxy Statement, as supplemented by the Proxy Statement Supplement and under the circumstances in which such disclosures were made, Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 66 of 108 Page ID #:66

62 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 materially misleading because of the substantial likelihood that a reasonable stockholder would consider the omitted information important in deciding how to vote on Proposal 1: Approval of the Issuance of Common Stock in the Transaction Nasdaq Listing Rule 5635 and Proposal 2: Approval of Amendment to Renovaro's Certificate of Incorporation to Increase the Number of Authorized Common Shares of Renovaro. E. No disclosure about the power to vote the shares held by Paseco. 85. According to the table included the section of the Proxy Statement entitled "Principal Stockholders of Renovaro," Paseco beneficially owns 15.09% of Renovaro's outstanding common stock as of the Record Date.80 The paragraph preceding the table states "to Renovaro's knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and dispositive power with respect to all shares of Common Stock beneficially owned by them." This sentence is false and misleading as to Paseco. The footnote that corresponds to Paseco's ownership (footnote 14), does not disclose who has the power to vote and dispose of Paseco's shares. 86. The SEC regulation governing this disclosure, Item 403 of Regulation S-K,81 provides, in pertinent part, "[t]he registrant shall be deemed to know the contents of any statements filed with the Commission pursuant to section 13(d) or 13(g) of the 80 See Proxy Statement, at pp. 167-68. 81 See 17 CFR § 229.403. Security Ownership of certain beneficial owners and management. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 67 of 108 Page ID #:67

63 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Exchange Act." On October 6, 2023, Paseco and Abildgaard filed a Schedule 13G and Schedule 13G/A with the SEC pursuant to Section 13(g) of the 1934 Act disclosing that Abildgaard shares the power to vote and the power to dispose of the shares held by Paseco.82 Upon information and belief, Renovaro has actual knowledge that Abildgaard has the sole power to vote and the sole power to dispose of the shares owned by Paseco. However, even absent such actual knowledge, knowledge of the contents of the Schedule 13G and Schedule 13G/A filed by Paseco and Abildgaard on October 6, 2023 is imputed to Renovaro by virtue of Item 403 of Regulation S-K. This renders the sentence about Renovaro's knowledge of the persons who have the power to vote and dispose of Paseco's shares false and misleading. This false and misleading statement and the omission of the fact that Abildgaard has the sole power to vote and the sole power to dispose of the shares held by Paseco are material because there is a substantial likelihood that a reasonable stockholder would consider this information important in deciding how to vote at the Special Meeting on Proposal 4: Approval of Amendment to the Renovaro Biosciences Inc. 2023 Equity Incentive Plan to Authorize 5,000,000 Additional Shares. Upon information and belief, Paseco and/or Abildgaard 82 Even this disclosure is false and misleading because (a) according to the Schedule 13G and Schedule 13G/A filed on October 6, 2023, Abildgaard is the Chief Executive Officer and sole shareholder of Paseco; (b) there are no other individuals disclosed who share the right to vote or dispose of the shares owned by Paseco; and (c) according to the Company's Form 10-K filed with the SEC on March 31, 2015, "the voting and disposition of the shares owned by Paseco . . . are controlled by Ole Abildgaard." Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 68 of 108 Page ID #:68

64 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 have received restricted stock and restricted stock units (RSUs) under the Company's equity incentive plans and Paseco has received shares of common stock under the Company's equity incentive plans,83 leaving less equity for the Company's rank and file executive officers and employees. F. Material omissions about the automatic conversion of the Series A Preferred stock immediately before the closing under the Stock Purchase Agreement. 87. According to the Proxy Statement, the 561,010 shares of Series A Preferred Stock will remain issued and outstanding after the closing under the Stock Purchase Agreement and the 5,610,100 shares of common stock issuable upon conversion of the Series A Preferred Stock are included in the breakdown of Earn-Out Shares issuable upon conversion of Renovaro's derivative securities.84 The Proxy Statement, as supplemented by the Proxy Statement Supplement, omits material information in that it does not disclose that, under the Certificate of Designations that governs the Series A Preferred Stock, such shares will automatically convert into 5,610,100 shares of common stock immediately prior to the closing under the Stock Purchase Agreement, which will result in Renovaro issuing 70,834,189 shares of 83 According to the Company's Form 10-Q filed with the SEC on November 14, 2023 (see Note 10 on p. 26) "[t]he Company currently has a consulting agreement with Paseco for business advisory services since December 2019. For the three months ended September 30, 2023 the Company issued 1,000,000 restricted common shares in lieu of services." 84 See Proxy Statement, at p. 130. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 69 of 108 Page ID #:69

65 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 common stock at closing, not 65,224,089, and there will be 11,555,531 shares of common stock as possible Earn-Out Shares upon conversion or exercise of Renovaro derivative securities after the closing, not 17,165,631. 88. Pursuant to Sections 6(a)(ii) and 6(b)(ii) of the Certificate of Designations governing the Series A Preferred Stock, the 561,010 shares of Series A Preferred Stock will automatically convert (at a conversion rate of 10:1) into 5,610,100 shares of common stock immediately prior to the closing under the Stock Purchase Agreement because Renovaro's issuance of common stock in exchange for the GEDi Cube shares under the Stock Purchase Agreement will be a "Qualified Merger" as defined in the Certificate of Designations. A Qualified Merger is defined to include "a transaction in which, . .. . (iii) [Renovaro], directly or indirectly, in one or more related transactions which are approved by the Board of Directors, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 35% of the outstanding shares of Common Stock or 35% or more of the voting power of the Common Stock." Although the term "Person" is not defined in the Certificate of Designations, such term is defined in the Stock Purchase Agreement as "any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, estate, joint venture . . . or other entity or group (which term group will include a ?group' as such term is defined in Section 13(d)(3) of the Exchange Act)." Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 70 of 108 Page ID #:70

66 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (bold type added). The shareholders of GEDi Cube party to the Stock Purchase Agreement are a group (under Section 13(d)(3) or otherwise) and, since such shareholders will acquire more than 35% of Renovaro's outstanding common stock under the Stock Purchase Agreement, the transactions thereunder constitute a "Qualified Merger" under the Certificate of Designations governing the Series A Preferred Stock. 89. Renovaro's failure to disclose the automatic conversion of the Series A Preferred Stock into shares of common stock immediately prior to the closing under the Stock Purchase Agreement in the Proxy Statement, as supplemented by the Proxy Statement Supplement, is a material omission necessary to make the disclosures contained therein, under the circumstances in which such disclosures were made, not misleading because there is a substantial likelihood that a reasonable stockholder would consider the information important in deciding how to vote at the Special Meeting with respect to Proposal 1: Approval of the Issuance of Common Stock in the Transaction Nasdaq Listing Rule 5635 and Proposal 2: Approval of Amendment to Renovaro's Certificate of Incorporation to Increase the Number of Authorized Common Shares of Renovaro. G. Deficient disclosure about the shares issued in exchange for consulting services in connection with the GEDi Cube Transaction. 90. According to the Proxy Statement, the adjustments in the pro forma condensed combined financial statements included "one-time consulting fees of Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 71 of 108 Page ID #:71

67 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 $2,760,000 related to the Transaction that was paid in shares at 10/23/2023 closing price of $2.76."85 This statement omits a material fact because, upon information and belief, the shares issued for these consulting fees were issued to Paseco, and the Proxy Statement fails to disclose Paseco, a greater than 10% beneficial owner and an affiliate,86 as the recipient. In addition, the Proxy Statement fails to disclose that Paseco has been compensated with common stock in exchange for consulting fees on a regular basis and, as a result, this issuance was far from a "one-time" occurrence. 91. At the $2.76 per share price, 1,000,000 shares of the Company's common stock were issued on October 23, 2023 as payment for these consulting fees ($2,760,000/$2.76 = 1,000,000). According to the Schedule 13G/A filed by Paseco and Abildgaard on October 6, 2023 and the Form 3 filed by Abildgaard on October 6, 2023, Paseco owned 3,462,292 shares of common stock as of October 6, 2023 (the date of the filings). According to the Company's Form 10-K/A filed with the SEC on October 30, 2023, Paseco's ownership of common stock increased by 1,000,000 shares (from 3,462,292 to 4,462,292) as of October 24, 2023, the day after the 1,000,000 shares were issued as payment of the $2,760,000 in consulting fees. This is the basis for the Plaintiffs' information and belief that the 1,000,000 shares issued as payment 85 See Proxy Statement, at p. 135. 86 According to the Company's Form 10-Q filed with the SEC on November 14, 2023, Paseco became an affiliate because of its participation in the August Placement (see footnote 101). Upon information and belief, Paseco and Abildgaard have been affiliates of the Company long before August Placement. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 72 of 108 Page ID #:72

68 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of "consulting fees of $2,760,000 related to the Transaction" were issued to Paseco. Not only did the Company fail to disclose that Paseco received these consulting fees in connection with the Transaction, but Abildgaard failed to file a Form 4 to report the acquisition of these shares as required by Section 16(a) of the 1934 Act. 92. Under to Section 2.2 of the Stock Purchase Agreement, 1,000,000 shares "representing shares issued by [Renovaro] to a consultant assisting the parties on the Transaction" are subtracted from the total shares to be issued to GEDi Cube stockholders (defined as Exchange Shares) upon closing of the transaction. In addition, under Section 4.6 of the Stock Purchase Agreement, GEDi Cube agreed to issue this same unnamed consultant a number of GEDi Cube shares immediately prior to the closing that will result in the same consultant receiving an additional 1,000,000 Exchange Shares in the Transaction.87 This will result in the unnamed consultant not only receiving an additional 1,000,000 shares of Renovaro common stock at closing, but in this instance the consultant will be entitled to receive Earn-Out Shares (as defined in the Stock Purchase Agreement) for every Renovaro derivative security that is 87 See Proxy Statement, at p. A-I-60 ("[i]mmediately prior to the Closing, the Company shall (i) issue to Consultant that number of Company Ordinary Shares that would result in Consultant receiving 1,000,000 Exchange Shares at Closing pursuant to Section 2.2 and (ii) use commercially reasonable efforts to cause Consultant to become a Joining Seller.") The plain reading indicates that the shares referenced in Section 4.6 are in addition to the shares referenced in Section 2.2. Section 2.2 states the 1,000,000 shares referenced in such section were "issued by the Company" (not issuable by the Company) while the shares referenced in Section 4.6 are issuable by GEDi Cube "immediately prior to the closing". Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 73 of 108 Page ID #:73

69 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 converted or exercised after the closing (Series A Preferred Stock, warrants, and options), even though the consultant will be receiving such shares immediately prior to the closing (i.e., not as a legacy holder of GEDi Cube shares). To the extent the consultant is Paseco and/or Abildgaard, each time Paseco exercises any of its own warrants, it will receive its pro rata portion of the Earn-Out Shares issuable to GEDi Cube's stockholders because of such exercise. Regardless of whether this unnamed consultant is Paseco or Abildgaard, the consultant is on both sides of the Transaction and the identity of this consultant and the reasons why the Board conferred this additional right upon the consultant is material information that was omitted from the Proxy Statement. Upon information and belief, this is the same consultant that delivered the GEDi Cube valuation and/or due diligence report to the Board.88 Given (a) the disclosures contained in the Proxy Statement Supplement that the Board did not give any weight to the valuation report but relied on "confidence" by the consultant; and (b) the fact that the consultant was apparently advising both Renovaro and GEDi Cube (see the definition of "Consultant" in Section 2.2 of the Stock Purchase 88 This information and belief are based upon (a) the fact that, according to the Proxy Statement Supplement, the GEDi Cube valuation report was prepared "for GEDi Cube based on information provided by GEDi"; (b) according to the Proxy Statement Supplement, the GEDi Cube valuation report was delivered to Renovaro's Board; and (c) according to Section 2.2 of the Stock Purchase Agreement, the "Consultant" that (i) received 1,000,000 shares of Renovaro common stock from Renovaro (subtracted from the number of shares issuable at closing) and (ii) is entitled to receive GEDi Cube shares that will result in receipt of an additional 1,000,000 Renovaro shares of common stock at closing, is advising both Renovaro and GEDi Cube. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 74 of 108 Page ID #:74

70 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement), the failure to disclose the identity of the consultant and the failure to disclose the Board's rationale in approving compensation for the consultant of 2,000,000 shares (plus Earn-Out Shares) after the Board dismissed the utility of the valuation report for lack of projections were material omissions necessary to make disclosures in the Proxy Statement, as supplemented by the Proxy Statement Supplement, under the circumstances in which they were made, not misleading because there is a substantial likelihood that a reasonable stockholder would consider this information important in deciding how to vote at the Special Meeting on Proposal 1: Approval of the Issuance of Common Stock in the Transaction Nasdaq Listing Rule 5635 and Proposal 2: Approval of Amendment to Renovaro's Certificate of Incorporation to Increase the Number of Authorized Common Shares of Renovaro. IX. Violations of Sections 13(d) under the 1934 Act 93. Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Ree, Karsen Ree Holding I, Karsten Ree Holding B, Christensen, Po-Ma, and TBC Invest are each in violation of their respective obligations under Section 13(d) of the 1934 Act and the SEC's regulations promulgated thereunder.89 As a result, Plaintiffs seek injunctive 89 None of these defendants are eligible to file a Schedule 13G pursuant to Section 13(g) of the 1934 Act and the applicable regulations. In the case of Sindlev, RS Group and RS Bio, a Schedule 13D filing was already made, Sindlev is in a control position as a director and he now beneficially owns more than 20% of Renovaro's outstanding common stock. In the case of Abildgaard and Paseco, this issue is addressed at length elsewhere in this Complaint. In the case of Ree, Karsten Ree Holding B and Karsten Ree Holding I, a Schedule 13D filing was already made and needs to be amended. In Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 75 of 108 Page ID #:75

71 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 relief to enjoin the securities beneficially owned by these Defendants from being counted (either directly or by proxy and for purposes of a quorum or the votes cast on any proposal) at the Special Meeting unless and until the required filings are made in accordance with Section 13(d) of the 1934 Act and the applicable SEC regulations promulgated thereunder, including disclosure of membership of any "group" within the meaning of Section 13(d)(3) of the 1934 Act. A. Sindlev, RS Group, and RS Bio 94. On March 5, 2015, RS Group filed a Schedule 13D with the SEC to report beneficial ownership of 515,000 shares (or 5.68%) of Renovaro's common stock.90 This Schedule 13D failed to include Sindlev as a reporting person as required by the instructions to Schedule 13D. During the eight years and ten months since RS Group's Schedule 13D filing, Sindlev has filed 26 beneficial ownership forms under Section 16(a) of the 1934 Act reporting transactions in Renovaro's securities (both in Sindlev's capacity as a director and as a greater than 10% beneficial owner through RS Group and RS Bio). During this same period: (a) Sindlev was elected as a director of the Company91 and eventually became Board Chair; (b) Sindlev became a greater than 10% beneficial owner of the Company's common stock through RS Group;92 (c) RS the case of Christensen, Po-Ma and TBC Invest, Schedule 13G is not available because Christensen was in a control position due to his election as a director. 90 See Schedule 13D filed by RS Group with the SEC on March 15, 2015. 91 See Form 8-K of the Company filed with the SEC on June 7, 2017. 92 See Form 3 of Sindlev filed with the SEC on July 17, 2017. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 76 of 108 Page ID #:76

72 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Group entered an Investor Rights Agreement which entitled RS Group to designate a director and under which RS Group agreed to vote in accordance with the board composition provisions contained therein;93 (d) RS Group entered a Standstill and Lock-Up Agreement pursuant to which it agreed to not transfer any shares during the lock-up period specified therein (subject to certain exceptions);94 (e) RS Group transferred all of its shares of common stock and warrants to purchase common stock to RS Bio;95 and (f) Sindlev's beneficial ownership increased from 5.68% on the date of the initial Schedule 13D to 21.43% as of the Record Date.96 95. Rule 13d-2(a) requires a "prompt" amendment to report any material change in the information disclosed in a Schedule 13D. Neither Sindlev nor RS Bio has ever filed a Schedule 13D that includes the necessary disclosures for Sindlev and RS Bio as reporting persons and none of Sindlev, RS Group or RS Bio has filed a single amendment to the Schedule 13D that RS Group filed on March 5, 2015 despite clear obligations to do so, as evidenced by the 26 beneficial ownership reports subsequently 93 See Exhibit 10.2 to the Company's Form 8-K filed with the SEC on January 17, 2018 (§ 2.2) and the Company's Form 8-K filed with the SEC on February 23, 2018. 94 See Exhibit 10.3 to the Company's Form 8-K filed with the SEC on January 17, 2018 (§ 3) and the Company's Form 8-K filed with the SEC on February 23, 2018. 95 See the Company's Form 10-K/A filed with the SEC on October 29, 2018 (p. 12 and footnote 2) and the Company's Form 10-K/A filed with the SEC on October 28, 2019 (p. 13 and footnote 1). 96 See Proxy Statement, at p. 167 (footnote 1). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 77 of 108 Page ID #:77

73 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 filed by Sindlev pursuant to Section 16(a) of the 1934 Act and the events described in ¶ 94. 96. Renovaro should be enjoined from counting any votes of the securities held by Sindlev, RS Group and RS Bio at the Special Meeting (directly or by proxy and for purposes of a quorum or the casting of votes on any proposal) unless and until Sindlev, RS Group and RS Bio file the required Schedule 13Ds and amendments thereto with all required disclosures, including without limitation disclosure of any "group" of which Sindlev, RS Group or RS Bio is a member within the meaning of Section 13(d)(3) of the 1934 Act. B. Abildgaard and Paseco 97. According to Renovaro's Form 10-K filed with the SEC on March 31, 2015, Paseco was a greater than 10% beneficial owner of the Company during 2014 and failed to report a transaction in the Company's securities on Form 4.97 That same Form 10-K disclosed that, as of March 18, 2015: (a) Paseco owned 5.07% of the Company's common stock; (b) Northern Biotech Fund SARL (Northern Biotech) owned 3.87% of the Company's common stock; and (c) Abildgaard controlled the voting and disposition of the shares owned by Paseco and Northern Biotech (8.94% in 97 See the Company's Form 10-K filed with the SEC on March 31, 2015, at p. 62. Other than directors or executive officers, only greater than 10% stockholders are required to file Form 4s. As a result, Paseco must have beneficially owned more than 10% of the Company's common stock during 2014. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 78 of 108 Page ID #:78

74 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 total).98 As a result, each of Paseco and Abildgaard was a beneficial owner of more than five percent (5%) of the Company's common stock. However, in violation of Section 13(d) or 13(g) of the 1934 Act, neither Paseco nor Abildgaard ever filed a Schedule 13D or Schedule 13G to report such beneficial ownership. 98. On October 6, 2023, Abildgaard and Paseco jointly filed a Schedule 13G with the SEC to report beneficial ownership of 7.7% of Renovaro's outstanding common stock as of June 26, 202399 and jointly filed a Schedule 13G/A with the SEC to report beneficial ownership of more than 13.9% of the Company's outstanding common stock as of August 1, 2023.100 However, neither Abildgaard nor Paseco was eligible to file a Schedule 13G (in lieu of a Schedule 13D) because each has acquired Company securities "with the purpose or effect of changing or influencing the control the Company," or "in connection with or as a participant in any transaction having such purpose or effect." 99. On November 14, 2023, Renovaro filed a Form 10-Q with the SEC, in which it admitted that Paseco became an affiliate because of its participation in the August Placement.101 SEC Rule 12b-2 under the 1934 Act defines "affiliate" of a 98 See the Company's Form 10-K filed with the SEC on March 31, 2015, at pp. 65-66 (footnote 9). 99 See Schedule 13G filed by Paseco and Abildgaard with the SEC on October 6, 2023. 100 See Schedule 13G/A filed by Paseco and Abildgaard on October 6, 2023. 101 See Form 10-Q filed with the SEC on November 14, 2023, at p. 26 ("On August 1, 2023 Paseco ApS, a Danish entity, in connection with the Private Placement, converted $2,000,000 of its Promissory Note into 280,505 of the Company's Units at a price per Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 79 of 108 Page ID #:79

75 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 specified person as "a person that directly, or indirectly through one or more intermediaries, controls, or is under common control with, the person specified." The rule further defines "control" as "the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise." Renovaro's admission about Paseco's affiliate status, thus, is an admission that Paseco controls Renovaro or Paseco and Renovaro are under the common control of Abildgaard. This prima facie establishes that Paseco and Abildgaard did not qualify for the Schedule 13G and 13G/A when they were filed with the SEC on October 6, 2023.102 Upon information and belief, Paseco and Abildgaard have been Renovaro affiliates and subject to the Schedule 13D disclosure requirements long before the August Placement. 100. Paseco and Abildgaard were also ineligible for a Schedule 13G upon Paseco's acquisition of June Units in the June Placement on June 26, 2023. Among other things, Abildgaard has repeatedly asserted management authority over or acted with the purpose or effect of changing or influencing the control Renovaro, despite his lack of a formal director or officer title. For example: Unit of $7.13. As a result of participation in the Private Placement, Paseco was deemed to be an affiliate of the Company. In addition, Paseco ApS purchased in the Private Placement 63,114 of the Company's Units at a price per Unit of $7.13 for aggregate proceeds to the Company of $450,000.") 102 Since Abildgaard controls Paseco, the control attributed to Paseco as of August 1, 2023 is attributed to Abildgaard, who is deemed to control Renovaro indirectly through one or more intermediaries (Paseco). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 80 of 108 Page ID #:80

76 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a. According to the Company's "Super-8K" filed with the SEC on August 12, 2014, the Company issued 1,400,000 shares of common stock to "certain designees" of Paseco in exchange for "advisory and consulting services" to the company and its majority shareholder "in connection with planning and structuring (a) a business combination or share exchange and (b) subsequent financing by the company of up to $12 million." The Share Exchange Agreement was dated February 12, 2014 between the Company (then known as Putnam Hills) and DanDrit BioTech A/S103 and had the purpose or effect of changing or influencing the control of the Company, disqualifying Paseco and Abildgaard from Schedule 13G and 13G/A eligibility. b. In February 2018, the Company (then known as DanDrit) acquired Enochian BioPharma, Inc. and changed its name to Enochian Biosciences, Inc. As closing merger consideration, the stockholders of Enochian BioPharma received approximately 48.5% of the Company's common stock outstanding, diluting the equity held by the pre-merger DanDrit shareholders by almost half.104 On January 8, 2018, Sindlev emailed Abildgaard, Parker, and other K&L Gates and Company representatives: "Dear Enochian team, On behalf of Dandrit, I would like to invite you 103 See Exhibit 4.2 to the Company's Form 8-K filed with the SEC on August 12, 2014, at p. II-2. 104 This is like the proposed acquisition with GEDi Cube; upon closing, GEDi Cube shareholders will receive approximately 49% of the Company's common stock outstanding, diluting current Renovaro shareholders by almost half. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 81 of 108 Page ID #:81

77 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 . . . and Ole [Abildgaard] to join me for the signing of our [February 2018] merger agreement." This shows that Sindlev, K&L Gates, and Parker viewed Abildgaard as part of the internal Enochian team of decisionmakers. c. Also in connection with the February 2018 acquisition closing, Abildgaard was integral in soliciting new investors (200 new shareholders) and raising funding ($13.4 million) through a private placement (February 2018 Placement), so the Company could satisfy a closing condition for the acquisition of Enochian Biopharma. Separate from the February 2018 Placement, Abildgaard purchased (also privately) 200,000 Company shares then held by Gumrukcu Health LLC at $5.00/share (for a total of $1,000,000 cash).105 This transaction was a condition of the closing of the acquisition of Enochian Biopharma, and, upon information and belief, Abildgaard took on this obligation with the purpose of changing or influencing the control the Company, as evidenced by his continuous acquisition of the Company's common stock. d. On February 2, 2019, Abildgaard emailed the agenda for the Renovaro Board Meeting scheduled for February 10, 2019 (even though Abildgaard was not listed as an attendee of the meeting), confirming that Abildgaard has high-level 105 While Paseco was purchasing 200,000 shares for $5.00 per share, Abildgaard simultaneously solicited investors for the February Placement at $8.00 per share (a per share valuation that was later scrutinized through an SEC comment letter). Paseco was also represented by K&L Gates in this transaction related to the Company. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 82 of 108 Page ID #:82

78 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 access to Board matters (often, as described in the examples below, to the exclusion of other Board members). e. On July 1, 2019, Ablidgaard emailed Sindlev, Dybul, and Grønfeldt-Sørensen, updating them about his work promoting the stock and securing foreign investors. In this same email, Abildgaard advises Sindlev, Dybul, and Grønfeldt-Sørensen about what to include (and not include) in a proposed shareholder letter and related strategy on when to transmit the shareholder letter. f. On September 21, 2019, Sindlev emailed Dybul and Parker (with a copy to Abildgaard), negotiating compensation for Abildgaard's work on behalf of the Company, including paying for experimental patient treatment "in hopes of getting data for Enochian." Dybul replied (again with a copy to Sindlev, Parker, and Abildgaard): "just want to be clear that without ole [Abildgaard] we would be lost and want to get him compensated." g. On October 25, 2019, Dybul emailed Sindlev and Abildgaard, thanking them for assisting in prospective financing for Renovaro, and updating them on Dybul's fundraising efforts from prospective investors. h. On October 29, 2019, Dybul emailed Sindlev and Abildgaard, stating: "please treat this as confidential and do not share with anyone else at this point." Dybul proceeds to update them on his fundraising efforts with prospective investors for participation in a possible private placement. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 83 of 108 Page ID #:83

79 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 i. On November 19, 2019, Sindlev sent an email after a negative press was published about Renovaro, stating: "Mark [Dybul], Clay [Parker], Ole [Abildgaard] & myself will deal with this ? and I am on top of the situation." j. On August 28, 2020, Abildgaard emailed Puche (Renovaro CFO), copying Sindlev and Dybul and unilaterally instructing Puche to terminate Renovaro's contract with a third-party security company. On August 29, 2020, Puche carried out Ablidgaard's instruction, sending an email to the security company (copying Abildgaard, Sindlev, and Dybul) and terminating the contract. k. On March 13, 2021, Abildgaard emailed Sindlev and Dybul, advising them on when and how to make company "announcements" to "boost the share price." l. On June 15, 2021, Abildgaard emailed to Sindlev, Dybul, and Parker with an analysis of what occurred with the trading on June 14, 2021 (the day the Company issued two press releases about the FDA's acceptance of a Pre-IND Request and the $29 million RDO; and the business day after the Company's stock sale to Lincoln Park at spring-loaded prices). m. On June 23, 2021, Abildgaard emailed the Board and Puche, copying Parker and another K&L Gates lawyer, advising them on option trading affecting the Company's per share price. n. On November 20, 2021, Abildgaard responded to an email sent by Puche regarding a FINRA review of the trading activity on June 14, 2021. According Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 84 of 108 Page ID #:84

80 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 to Puche, "We are required to ask of our board members, officers, employees, and consultants that were privy to [MNPI] the information prior to the [June 14, 2021] press release" (emphasis added), confirming that Abildgaard is privy to Company MPNI. o. On July 28, 2023, upon information and belief, Paseco or Abildgaard received 500,00 shares of common stock in exchange for consulting services valued at $285,000, and those consulting services were related to the GEDi Cube negotiations resulting in the Stock Purchase Agreement.106 Though the consultant is unnamed, these shares were paid the same day that Renovaro's Board authorized and approved the GEDi Cube LOI, and Paseco subsequently received 1,000,000 additional shares in exchange for consulting services in connection with the same transactions (discussed below). p. Finally, on October 23, 2023, Paseco received 1,000,000 shares in exchange for consulting services provided to Renovaro in connection with the transactions contemplated by the Stock Purchase Agreement,107 transactions that will 106 See the Company's Form 10-K filed on October 2, 2023, at p. F-32. 107 See p. 135 of the Proxy Statement (identifying "one-time consulting fees of $2.760,000 related to the Transaction that was paid in shares at 10/23/2023 closing price of $2.76"); compare Schedule 13G/A filed with the SEC on October 6, 2023 (showing number of shares of common stock owned by Paseco and Abildgaard on that date) with Form 10-K/A filed with the SEC on October 30, 2023 (p.15 n.13) (showing an increase in 1,000,000 shares owned by Paseco and Abildgaard); see also Form 10-Q filed with the SEC on November 14, 2023 (p.26) (identifying an advisory agreement Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 85 of 108 Page ID #:85

81 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 clearly influence the control of the Company. In addition to owning approximately 49% of Renovaro's post-closing, GEDi Cube will also have the right to designate four of Renovaro's nine directors after the closing under the Stock Purchase Agreement.108 101. These non-exhaustive examples confirm that Paseco and Abildgaard are required to file Schedule 13Ds in accordance with Rule 13d-1(a) under the 1934 Act and amendments to such Schedule 13Ds in accordance with Rule 13d-2(a) under the 1934 Act. 102. The Company should be enjoined from counting any of the securities held by Abildgaard and Paseco at the Special Meeting (directly or by proxy and for purposes of a quorum or the votes cast on any proposal) unless and until Abildgaard and Paseco file the required Schedule 13Ds and amendments thereto, including without limitation disclosure of any "group" of which Abildgaard or Paseco is a member within the meaning of Section 13(d)(3) of the 1934 Act. C. Ree, Karsen Ree Holding B, and Karsten Ree Holding I 103. On March 5, 2015, the same date that RS Group filed its Schedule 13D, Karsten Ree Holding B filed a Schedule 13D to report beneficial ownership of 500,000 between Paseco and Renovaro, in which Renovaro issued 1,000,000 shares in exchange for services). 108 See Proxy Statement, at 2. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 86 of 108 Page ID #:86

82 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shares (or 5.52%) of Renovaro's common stock.109 This Schedule 13D failed to include Ree as a reporting person as required by the instructions to Schedule 13D. 104. According to Renovaro's Form 10-K filed with the SEC on September 29, 2017, as of September 28, 2017: Ree individually owned 1,000,000 shares of common stock and immediately exercisable warrants to purchase 2,000,000 shares of common stock and Karsten Ree Holding I owned 700,000 shares of common stock, collectively comprising 16.23% of the Company's outstanding common stock.110 105. According to Renovaro's Form 10-K/A filed with the SEC on October 29, 2018, as of October 26, 2018: Ree owned 1,000,000 shares of common stock and warrants to purchase 1,250,000 shares of common stock and Karsten Ree Holding B owned 1,375,000 shares of common stock, collectively comprising 7.17% of the Company's outstanding common stock.111 106. Rule 13d-2(a) requires a "prompt" amendment to report any material change in the information disclosed in a Schedule 13D. Neither Ree nor Karsten Ree Holding I has ever filed a Schedule 13D that includes the necessary disclosures for Ree and Karsten Ree Holding I as reporting persons and none of Ree, Karsten Ree Holding B or Karsten Ree Holding I has filed any amendment to the Schedule 13D that Karsten 109 See Schedule 13D filed by Karsten Ree Holding B with the SEC on March 5, 2015. 110 See the Company's Form 10-K filed with the SEC on September 29, 2017, at pp. 22-23 and footnote 4. 111 See the Company's Form 10-K/A filed with the SEC on October 29, 2018, at. P. 12, footnote 5. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 87 of 108 Page ID #:87

83 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Ree Holding B filed on March 5, 2015 despite a clear obligation to do so, as evidenced by the disclosures in Renovaro's Form 10-K filed with the SEC on September 29, 2017 and the Company's Form 10-K/A filed with the SEC on October 29, 2018. 107. Plaintiffs seek equitable relief to enjoin Renovaro from counting any votes of the securities beneficially owned by Ree, Karsten Ree Holding B or Karsten Ree Holding I at the Special Meeting (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) unless and until Ree, Karsten Ree Holding B and Karsten Ree Holding I file the required amendments to Schedule 13D, including an amendment that includes Ree and Karsten Ree Holding I as reporting persons with all required disclosures related thereto, including without limitation disclosure of any "group" of which Ree, Karsten Ree Holding I or Karsten Ree Holding B is a member within the meaning of Section 13(d)(3) of the 1934 Act. D. Christensen, Po-Ma, and TBC Invest 108. According to Renovaro's Form 10-K filed with the SEC on September 28, 2016, Po-Ma owned 1,171,364 shares (or 12.29%) of common stock as of September 8, 2016, and Christensen controlled the power to vote and dispose of such shares.112 112 See Form 10-K filed by the Company with the SEC on September 28, 2016, at pp. 62-63 (footnote 5). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 88 of 108 Page ID #:88

84 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 109. Christensen filed a Form 3 with the SEC on July 17, 2017 to report his election as a director of the Company, but he failed to disclose his indirect beneficial ownership of the shares held by Po-Ma.113 110. According to Renovaro's Form 10-K filed on September 29, 2017, Po-Ma only owned 484,250 shares of common stock but (i) Po-Ma beneficially owned 120,300 shares of common stock through convertible promissory notes and (ii) TBC Invest beneficially owned 26,385 shares of common stock through a convertible promissory note, with Christensen having the sole power to vote and the sole power to dispose of all such shares.114 111. Neither Christensen nor Po-Ma ever filed a Schedule 13D with the SEC despite a clear obligation to do so, as evidenced by their beneficial ownership disclosed as 12.29% in Renovaro's Form 10-K filed with the SEC on September 28, 2016. 112. Rule 13d-2(a) requires a "prompt" amendment to report any material change in the information disclosed in a Schedule 13D. None of Christensen, Po-Ma, or TBC Invest ever filed a Schedule 13D amendment to reflect the changes in beneficial 113 Christensen was elected as a director on the same date that Sindlev was elected as a director (June 6, 2017) and he filed a Form 3 reporting such status on the same date as Sindlev (July 17, 2017). See Form 3s filed by Sindlev and Christensen with the SEC on July 17, 2017. 114 See the Company's Form 10-K filed with the SEC on September 29, 2017, at pp. 22-23. (footnote 3). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 89 of 108 Page ID #:89

85 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ownership, despite a clear obligation to do so as evidenced by the disclosures in Renovaro's Form 10-K filed with the SEC on September 29, 2017. 113. Plaintiffs seek equitable relief to enjoin Renovaro from counting any votes of the securities beneficially owned by Christensen, Po-Ma, or TBC Invest at the Special Meeting (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) unless and until Christensen, Po-Ma, and TBC Invest file the required Schedule 13Ds and the necessary amendments thereto, with all required disclosures, including without limitation disclosure of any "group" of which Christensen, Po-Ma or TBC Invest is a member within the meaning of Section 13(d)(3) of the 1934 Act. X. Demand and Demand Futility. 114. In a showing of good faith, on Friday, January 19, 2024, Plaintiffs provided a copy of this Complaint to counsel for Defendants and demanded that the Board take action as requested herein. In doing so, Plaintiffs explained the urgency in the matter: the Board could either immediately postpone the Special Meeting to investigate and take the necessary action; or Plaintiffs would file this Complaint and seek emergency relief in advance of the Special Meeting. As of the date of this filing, the Board has not agreed to postpone the Special Meeting, which justifies the filing of this Complaint. Regardless, under the circumstances presented here, demand is futile and excused. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 90 of 108 Page ID #:90

86 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 115. This filing follows over a year of formal and informal correspondence and litigation between the Parties. Over a dozen demand letters and written responses have been exchanged. Plaintiffs submitted legitimate and non-controversial books and records demands under § 220, and the Board (under the direction of Sindlev, Dybul, K&L Gates, and Parker) refused to comply on shaky legal grounds. Renovaro and separately Sindlev have added Wittekind as a defendant to their own lawsuits against Serhat Gumrukcu (a member of Weird Science and Wittekind's spouse) and certain entities in Los Angeles Superior Court on tenuous grounds claiming "fraud," and Sindlev and Abildgaard helped make a "documentary" published online in which Sindlev declared his plan to "destroy" Gumrukcu after their relationship stymied in or around June 2022. Plaintiffs, in turn, have filed a lawsuit in Delaware for direct claims (contract, fraud, and other torts) against Renovaro, Sindlev, RS Group and RS Bio, Abildgaard, Paseco, K&L Gates, and Parker. There is no question that if Plaintiffs were to make a demand on the Board regarding the issues in this Complaint, the Board would disregard the demand and do nothing. 116. Demand is independently futile because, to take appropriate action, the Board would have to sue its own members and directors, consultants, stockholders, primary (and long-time) outside counsel, and an institutional investor. The Board also faces liability under the 1934 Act and would have to admit that it was complicit in, participated in, and materially benefitted from the wrongdoing alleged in this Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 91 of 108 Page ID #:91

87 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Complaint. The Board, therefore, is neither disinterested nor independent, and a demand on the Board is futile and therefore excused. FIRST CAUSE OF ACTION ? VIOLATION OF RULE 10b-5(a), (c) OF THE 1934 ACT (Against the Board Defendants, Dybul, Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Lincoln Park, K&L Gates, and Parker) 1. Plaintiffs repeat and reallege the allegations stated above as if fully set forth herein. 2. Rules 10b-5(a) and (c) under the 1934 Act make it unlawful for any person, directly or indirectly, "(a) to employ any device, scheme, or artifice to defraud," or "(c) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security." These rules are violated when a corporate insider trades in the securities of the corporation based on material, nonpublic information because, among other reasons, a relationship of trust and confidence exists between the shareholders of a corporation and those insiders who have obtained confidential information by reason of their position with that corporation. The rules are similarly violated when a person misappropriates confidential information for securities trading purposes, in breach of a duty owed to the source of the information, or when a person uses its control over a corporation to allow the purchase or sale of securities at vastly inadequate prices. 3. The Board Defendants, separately Sindlev, Dybul, RS Group, RS Bio, Abildgaard, Paseco, Lincoln Park, K&L Gates, and Parker violated Rules 10b-5(a) and Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 92 of 108 Page ID #:92

88 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (c) under the 1934 when they, among other things, knowingly and with scienter agreed and conspired with each other to facilitate spring-loaded transactions selling Renovaro stock ahead of announcing material non-public information to insiders (Sindlev, RS Bio, RS Group, Abildgaard, and Paseco) and outside investors (Lincoln Park); to grant free shares and warrants, or shares at grossly inadequate prices, to Paseco or Abildgaard; and to permit Paseco or Abildgaard to convert ineligible RSUs to common stock. The Board Defendants, Sindlev, K&L Gates and Parker have also violated numerous SEC disclosure regulations to conceal this misconduct, including Item 701 of Regulation S-K and Rule 12b-20 under the 1934 Act. 4. By committing the misconduct alleged herein, these Defendants acted in bad faith, maliciously, oppressively, and with intent to defraud, and their conduct is the direct and proximate cause of significant monetary and reputational damage suffered by Renovaro, to be determined at trial. 5. Renovaro is also entitled to equitable relief, including the disgorgement of all profits (actual or paper profits), benefits (including securities granted with inadequate consideration or on an ineligible basis), and other compensation obtained from these spring-loaded and otherwise wrongful transactions. SECOND CAUSE OF ACTION ? VIOLATION OF SECTION 14(a) OF THE 1934 ACT RULE 14a-9 (Against the Board Defendants, Dybul, K&L Gates and Parker) 6. Plaintiffs repeat and reallege the allegations stated above as if fully set forth herein. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 93 of 108 Page ID #:93

89 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7. The Board Defendants, Dybul, K&L Gates and Parker caused to be issued, and participated in the issuance of materially false and misleading written statements and material omissions to shareholders that were contained in the Proxy Statement, as supplemented by the Proxy Statement Supplement. These Defendants are liable for the false and misleading statements and material omissions in the Proxy Statement, as supplemented by the Proxy Statement Supplement, due to their review, approval, and participation in the issuance thereof. 8. The Proxy Statement, as supplemented by the Proxy Statement Supplement, was materially false and misleading and contained material omissions because: a. The Proxy Statement omitted any reference to the fairness opinion covenant in Section 5.29 of the Stock Purchase Agreement and the fairness opinion condition in 7.29 of the Stock Purchase Agreement. b. The Proxy Statement Supplement admitted that the Board, with the counseling of K&L Gates, only considered the fairness opinion on January 10, 2024 (one week after the Proxy Statement, and 15 days before the Special Meeting) and then waived the fairness opinion closing condition because "lack of financial projections regarding GEDi Cube would render any fairness opinion "?not meaningful" (even though the Board knew this information before it approved the Stock Purchase Agreement containing the fairness opinion covenant and the fairness opinion closing condition) the following day. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 94 of 108 Page ID #:94

90 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 c. Neither the Proxy Statement nor the Proxy Statement Supplement mentions the covenant in Section 5.6 of the Stock Purchase Agreement, and there is no disclosure whatsoever about what steps (if any) Renovaro took to obtain a fairness opinion during the more than three-month period between the date the Stock Purchase Agreement was signed on September 28, 2023 and the date the Board, after consulting with K&L Gates, instructed Renovaro management to waive the condition on January 10, 2024. d. The Proxy Statement Supplement states that during the Board meeting held on September 27, 2023, in lieu of relying on a valuation report, the Board ultimately decided to approve the Stock Purchase Agreement in reliance on hearsay from Dybul "that the consultant who prepared the report had confidence in the viability of and the potential for commercialization of GEDi Cube's technology and platform," and yet the Proxy Statement Supplement fails to identify the consultant or explain the basis for the Board's reliance on the hearsay reported by Dybul attributed to the unidentified consultant's "confidence" or the Board decision to approve the compensation of 2,000,000 shares (plus Earn-Out Shares) despite the fact that the valuation report lacked utility due to the absence of projections. Regardless of whether the consultant is Paseco or Abildgaard, given the excessive compensation and the fact that the consultant is on both sides of the transaction, the consultant's identity should be disclosed. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 95 of 108 Page ID #:95

91 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 e. Neither the Proxy Statement nor the Proxy Statement Supplement disclose that Abildgaard has the sole power to vote and the sole power to dispose of the shares owned by Paseco. f. The Proxy Statement and the Proxy Statement Supplement omit that Paseco was the recipient of the consulting fees of $2,760,000 related to the GEDi Cube transaction that was paid in 1,000,000 shares on October 23, 2023 at the closing price on such date ($2.76), and omit that Paseco is an affiliate of the Company that has been repeatedly compensated with common stock in exchange for consulting services. 9. As a direct and proximate result of these Defendants' wrongful conduct, unless the Proxy Statement and Proxy Statement Supplement are further supplemented to cure the false and misleading statements and omissions, the shareholders of Renovaro will be deprived of material information before the Special Meeting. The false and misleading statements and omissions described in this Complaint are material due to the substantial likelihood that a reasonable shareholder would consider the information important in deciding how to vote on the proposals that are being submitted for shareholder approval at the Special Meeting. The false and misleading statements and the omissions described in this Complaint are essential links in the matters set forth in the Proxy Statement and Proxy Statement Supplement for which stockholder approval is being sought. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 96 of 108 Page ID #:96

92 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10. Plaintiffs, on behalf of Renovaro, seek injunctive relief, requiring these Defendants to bring the Proxy Statement into compliance with Section 14(a) of the Exchange Act and Rule 14a-9 in advance of the Special Meeting. THIRD CAUSE OF ACTION ? VIOLATION OF SECTION 13(d) OF THE 1934 ACT (Against Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Ree, Karsen Ree Holding I, Karsten Ree Holding B, Christensen, Po-Ma, and TBC Invest) 11. Plaintiffs repeat and reallege the allegations stated above as if fully set forth herein. 12. Section 13(d) of the 1934 Act requires that any stockholder (or group of stockholders) that acquires more than 5% of a company's registered stock must publicly report their ownership interest to the company and the market. Specifically, Sections 13(d) and their implementing regulations require that any person, or any group of persons, acting for the purpose of acquiring, holding, or voting a corporation's securities must file a statement known as Schedule 13D with the SEC within 10 days after acquiring beneficial ownership of more than 5% of any class of the corporation's voting securities. 15 U.S.C. § 78m(d); 17 C.F.R. § 240.13d-1. 13. A Schedule 13D disclosure must set forth the reporting person's background, identity, residence, citizenship, and the nature and amount of their beneficial ownership and, importantly, any transactions in the registrant's securities during the preceding 60 days (or, if shorter, since the last filing under Rule 13d-1(a) or Rule 13d-2(a)). A Schedule 13D disclosure must also report the source and amount of Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 97 of 108 Page ID #:97

93 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 funds used to purchase the beneficially owned securities. If the purchasers' purpose is to obtain control of the corporation, their Schedule 13D must set forth their plans or proposals for any major change in the corporation's structure. Finally, a Schedule 13D must report the purchasers' agreements, arrangements, or understandings concerning the corporation's securities. 14. Under Section 13(d) and its implementing regulations, a group that acts together to acquire more than 5% of a company's securities is required to disclose their combined ownership on Schedule 13D: "When two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer, the group formed thereby shall be deemed to have acquired beneficial ownership, for purposes of section 13(d) and (g) of the Act, as of the date of such agreement, of all equity securities of that issuer beneficially owned by any such persons." 17 C.F.R. § 240.13d-5. 15. When a stockholder (or group of stockholders) fails to comply with Section 13(d), the issuer of the shares has standing to bring an action to compel compliance. As stockholders of Renovaro (the issuer), Plaintiffs have derivative standing to bring an action against Defendants Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Ree, Karsen Ree Holding I, Karsten Ree Holding B, Christensen, Po-Ma, and TBC Invest. Each of these Defendants have acquired beneficial ownership of more than 5% of Renovaro's voting securities for the purpose of acquiring, holding, or voting those securities, and thus they are required to file a Schedule 13D and amendments Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 98 of 108 Page ID #:98

94 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 thereto with all required disclosures, including without limitation disclosure of any "group" of which they are a member. Each of these Defendants have failed to comply with the filing requirements under Section 13(d) of the 1934 Act and the rules promulgated thereunder (including amendments) with all required disclosures. 16. Plaintiffs are entitled to equitable relief in the form of a Court sterilizing the securities held by Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Ree, Karsen Ree Holding I, Karsten Ree Holding B, Christensen, Po-Ma, and TBC Invest, and enjoining Renovaro from counting any votes of the securities held by these Defendants, including counting such votes at the Special Meeting, unless and until these Defendants file the required Schedule 13Ds and amendments thereto with all required disclosures, including without limitation disclosure of any "group" of which they are a member. FOURTH CAUSE OF ACTION ? BREACH OF FIDUCIARY DUTY (Against the Board Defendants, Dybul, K&L Gates, and Parker) 17. Plaintiffs repeat and reallege the allegations stated above as if fully set forth herein. 18. The Board Defendants (including Sindlev), Dybul, K&L Gates, and Parker owed and owe fiduciary duties to Plaintiffs and each of Renovaro's stockholders. By reason of their fiduciary relationships, they specifically owed and owe to Plaintiffs and Renovaro's shareholders the highest obligation of good faith, loyalty, and due care. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 99 of 108 Page ID #:99

95 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 19. The written charter of the Board's Nominating and Corporate Governance Committee provides, in pertinent part "[t]he Committee shall monitor compliance with the Corporation's Code of Ethics and Conduct, including reviewing with counsel the adequacy and effectiveness of the Corporation's procedures to ensure proper compliance with such Code of Conduct and Ethics . . . The Committee shall also recommend to the Board amendments to such Code of Ethics and Conduct as the Committee may deem appropriate." (Emphasis added). 20. The written charter of the Board's Audit Committee provides, in pertinent parts "[t]he Audit Committee [] shall provide assistance to the Board of Directors [] . . . in fulfilling its responsibilities with respect to its oversight of . . . (ii) the Corporation's compliance with legal and regulatory requirements . . . and (v) [w]orking in coordination with the Compliance Committee of the Board of Directors, the implementation and effectiveness of the Corporation's ethics and compliance program." The written charter of the Board's Audit Committee also provides, in pertinent part, "[t]he Committee may meet privately with the personnel responsible for the ethics and compliance program, as necessary." (Emphasis added). 21. The written charter of the Board's Compensation Committee requires that the directors serving on such committee, among other things, "review and make recommendations to the Board, or approve, all awards of shares, share options, or other awards pursuant to the Corporation's equity-based plans." (Emphasis added). Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 100 of 108 Page ID #:100

96 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 22. These Defendants, by their actions and by engaging in the wrongdoing described in this Complaint, abandoned and abdicated their responsibilities and duties regarding prudently managing (as to Sindlev, Dybul, Grønfeldt-Sørensen) and advising (as to K&L Gates and Parker) the business of Renovaro in a manner consistent with the duties imposed upon them by law. This includes counseling and approving spring-loaded transactions selling Renovaro stock ahead of announcing material non-public information to insiders (Sindlev, RS Bio, RS Group, Abildgaard, and Paseco) and outside investors (Lincoln Park); misusing the 2020 Lincoln Park ELOC; granting free shares and warrants, or shares at grossly inadequate prices, to Paseco; permitting Paseco or Abildgaard to convert ineligible RSUs to common stock; permitting K&L Gates and Parker to waive an egregious conflict of interest with Lincoln Park in violation of the Company's corporate policies governing ethics and conflicts of interest; permitting K&L Gates and Parker to routinely represent Sindlev, RS Group, RS Bio, Paseco, and Abildgaard on matters related to Renovaro; and agreeing and conspiring with each other to carry out these wrongful acts. 23. By committing the misconduct alleged herein, Sindlev, Dybul, Grønfeldt-Sørensen, K&L Gates, and Parker breached their respective duties of good faith and loyalty in the management and administration of Renovaro's affairs and in the use and preservation of Renovaro's assets. In doing so, these Defendants acted in bad faith, maliciously, oppressively, and with intent to defraud. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 101 of 108 Page ID #:101

97 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 24. As a direct and proximate result of Sindlev, Dybul, Grønfeldt-Sørensen, K&L Gates, and Parker's failure to fulfill their fiduciary obligations, Renovaro has sustained significant monetary and reputational damages, to be determined at trial. 25. Renovaro is entitled to equitable relief, including the disgorgement of all profits (actual or paper profits), benefits (including securities granted with inadequate consideration or on an ineligible basis), and other compensation obtained from these spring-loaded and otherwise wrongful transactions. FIFTH CAUSE OF ACTION ? CORPORATE WASTE (Against the Board Defendants, Dybul, K&L Gates, and Parker) 26. Plaintiffs repeat and reallege the allegations stated above as if fully set forth herein. 27. The Board Defendants (including Sindlev), Dybul, K&L Gates, and Parker owed and owe fiduciary duties to Plaintiffs and each of Renovaro's stockholders are liable to Renovaro for damages caused by corporate waste, including: counseling and approving spring-loaded transactions selling Renovaro stock ahead of announcing material non-public information to insiders (Sindlev, RS Bio, RS Group, Abildgaard, and Paseco) and outside investors (Lincoln Park); granting free shares and warrants, or shares at grossly inadequate prices, to Paseco; and permitting Paseco or Abildgaard to convert ineligible RSUs to common stock. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 102 of 108 Page ID #:102

98 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 28. These transactions were so one-sided that no person acting in good faith pursuit of Renovaro's interests could have approved these transactions. 29. By committing the misconduct alleged herein, these Defendants have caused Renovaro and its shareholders to suffer and continue to suffer damages due to these wasteful transactions, in an amount to be determined at trial. 30. Renovaro is entitled to equitable relief, including the disgorgement of all profits (actual or paper profits), benefits (including securities granted with inadequate consideration or on an ineligible basis), and other compensation obtained from these spring-loaded and otherwise wrongful transactions. 31. Plaintiffs, on behalf of Renovaro, have no adequate remedy at law. SIXTH CAUSE OF ACTION ? UNJUST ENRICHMENT (Against Sindlev, RS Bio, Abildgaard, Paseco, and Lincoln Park) 32. Plaintiffs repeat and reallege the allegations stated above as if fully set forth herein. 33. Defendants Sindlev, RS Bio, RS Group, Abildgaard, Paseco, and Lincoln Park participated in and benefitted from the spring-loaded transactions selling Renovaro stock ahead of announcing material non-public information; and Paseco or Abildgaard were granted free shares and warrants, or shares at grossly inadequate prices, and were permitted to convert ineligible RSUs to common stock. These Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 103 of 108 Page ID #:103

99 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 transactions were wrongful, unjustly enriching these Defendants at the expense and to the detriment of Renovaro. 34. It would be unconscionable and against the fundamental principles of justice, equity, and good conscience for these Defendants to retain the profits, benefits, and other compensation gained from their wrongful conduct. 35. Plaintiffs, as stockholders and representatives of Renovaro, seek restitution and equitable relief, including disgorgement of all profits (actual or paper profits), benefits (including securities granted with inadequate consideration or on an ineligible basis), and other compensation obtained from these spring-loaded and otherwise wrongful transactions. 36. Plaintiffs, on behalf of Renovaro, have no adequate remedy at law. SEVENTH CAUSE OF ACTION ? CONTRIBUTION / INDEMNIFICATION (Against the Board Defendants, Dybul, Sindlev, RS Bio, Abildgaard, Paseco, Lincoln Park, K&L Gates, and Parker) 37. Plaintiffs repeat and reallege the allegations stated above as if fully set forth herein. 38. Because of the wrongful acts by the Board Defendants (including Sindlev), Dybul, Sindlev individually, RS Bio, Abildgaard, Paseco, Lincoln Park, K&L Gates, and Parker, Renovaro is subject to liability. 39. Renovaro seeks relief from these Defendants on a theory of contribution and indemnification if Renovaro is found liable for their actions. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 104 of 108 Page ID #:104

100 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PRAYER FOR RELIEF Plaintiffs respectfully request that this Court enter judgement and relief as follows: A. Finding this action to be a proper derivative action and Plaintiffs to be proper and adequate representatives of the Company. B. Exemplary and punitive damages at the maximum amount permitted by law, in an amount to be determined at trial, and including pre-judgment and post-judgment. C. Equitable and injunctive relief, including the disgorgement of all profits (actual or paper profits), benefits (including securities granted with inadequate consideration or on an ineligible basis), and other compensation obtained from these spring-loaded and otherwise wrongful transactions described in this Complaint. D. Equitable and injunctive relief, requiring the Board to bring the Proxy Statement into compliance with Section 14(a) of the Exchange Act and Rule 14a-9 in advance of the Special Meeting. E. Equitable and injunctive, in the form of a Court order (a) enjoining Renovaro from counting at the Special Meeting (directly or by proxy and for purposes of a quorum or the votes cast on any proposal): (i) any securities held by Sindlev, RS Group, RS Bio, Abildgaard, Paseco, Ree, Karsen Ree Holding B, Karsten Ree Holding I, Christensen, Po-Ma, and TBC Invest unless and Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 105 of 108 Page ID #:105

101 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 until these Defendants file the required Schedule 13Ds and amendments thereto with all required disclosures, including without limitation disclosure of any "group" of which they are a member; or (ii) any securities held by Paseco or Abildgaard that are subject to disgorgement due to the allegations in this Complaint; and (b) requiring Renovaro to instruct the inspector appointed at the Special Meeting pursuant to Section 231 of the Delaware General Corporation Law of the injunctive relief described in (i) and (ii) of clause (a). F. Restitution from Sindlev, RS Bio, Abildgaard, Paseco, and Lincoln Park. G. Contribution and indemnification from Dybul, Sindlev, RS Bio, Abildgaard, Paseco, Lincoln Park, K&L Gates, and Parker. H. Plaintiffs costs and disbursements of this action, including reasonable attorney's fees and costs. I. Such other and further relief as the Court deems just and proper. Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 106 of 108 Page ID #:106

102 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 JURY DEMAND Plaintiffs hereby demand a trial by jury in this action of all issues triable by jury. Dated: January 23, 2024 Respectfully submitted By: Megan A. Maitia Jennifer L. Williams SUMMA LLP Attorneys for Plaintiffs Weird Science LLC and William Anderson Wittekind Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 107 of 108 Page ID #:107

1031 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VERIFICATION I, William Anderson Wittekind, declare as follows: I am the sole manager of Weird Science LLC (Weird Science). On behalf of myself and Weird Science, I have read the foregoing Verified Stockholder Derivative Complaint and know its contents. The matters stated in the Verified Stockholder Derivative Complaint are true based on my own knowledge, except as to those matters stated on information and belief, and to those matters, I believe them to be true. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Executed this 23rd day of January 2024. _________________________ W. Anderson Wittekind Case 2:24-cv-00645 Document 1 Filed 01/23/24 Page 108 of 108 Page ID #:108

Exhibit 13

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Megan A. Maitia, Bar No. 285271 megan@summaLLP.com Jennifer L. Williams, Bar No. 268782 jenn@summallp.com SUMMA LLP 1010 Sycamore Avenue, Unit 117 South Pasadena, California 91030 Telephone: (213) 260-9452/54 Facsimile: (213) 835-0939 Attorneys for Plaintiffs UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA ? WESTERN DIVISION WEIRD SCIENCE LLC and WILLIAM ANDERSON WITTEKIND, derivatively on behalf of RENOVARO BIOSCIENCES, INC. Plaintiff, v. RENÉ SINDLEV, MARK DYBUL, GREGG ALTON, JAMES SAPIRSTEIN, JAYNE McNICOL, HENRIK GRØNFELDT-SØRENSEN, CAROL L. BROSGART, RS GROUP APS, RS BIO APS, PASECO APS, OLE ABILDGAARD, KARSTEN REE HOLDING I APS, KARSTEN REE HOLDING B APS, KARSTEN REE, PO-MA INVEST APS, TBC INVEST A/S, TORBEN BJORN CHRISTENSEN, K&L GATES LLP, CLAYTON E. PARKER, and LINCOLN PARK CAPITAL FUND LLC, Defendants, Case No.: 2:24-cv-00645 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE (FRCP 65(b)(1)(A) AND (B)) [Declaration of Megan A. Maitia and Proposed order filed concurrently] Hearing not set; Plaintiffs request a hearing on or before Wednesday, January 24, 2024 at the close of business (based on irreparable harm to occur on January 25, 2024) Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 1 of 31 Page ID #:109

ii PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and RENOVARO BIOSCIENCES INC., Nominal Defendant. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 2 of 31 Page ID #:110

iii PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TO THE COURT, ALL PARTIES, AND THEIR COUNSEL AND ATTORNEYS OF RECORD: Plaintiffs Weird Science LLC and William Anderson Wittekind (Plaintiffs), by and through their counsel of record, apply ex parte for a temporary restraining order and order to show cause why a preliminary injunction should not be issued under Federal Rule of Civil Procedure 65(b)(1)(A) and (B). Plaintiffs bring this action derivatively on behalf of Renovaro Biosciences, Inc. (Renovaro) against René Sindlev (Renovaro Chairman of the Board), Mark Dybul (Chief Executive Officer), and certain members of Renovaro's Board of Directors, Gregg Alton, James Sapirstein, Jayne McNicol, Henrik Grønfeldt-Sørensen, and Carol L. Brosgart. Through this ex parte application, Plaintiffs seek an emergency temporary restraining order requiring the Renovaro Board of Directors (the Board) to remedy or otherwise address multiple violations of federal securities laws before a special meeting of stockholders noticed for January 25, 2024. Case law is clear that when facing a shareholder vote, after-the-fact remedies are inadequate and injunctive relief should be granted. Such relief is appropriate here. The date of this filing is the soonest possible date that Plaintiffs could file this action and seek this ex parte relief. The definitive proxy statement in connection with the January 25, 2024 Special Meeting was filed with the SEC on January 3, 2024 and it was supplemented on January 16, 2024, providing new information related to the injunctive relief requested in this application. (Maitia Decl. ¶¶ 6-7.) Plaintiffs provided a copy of the draft Complaint and gave notice of this ex parte application directly to Sindlev, Dybul, K&L Gates attorney Clayton E. Parker, and other K&L Gates attorneys on Friday, January 19, 2024 at 2:26 p.m. Plaintiffs, through counsel, followed up with representatives for Defendants again on Monday, January 22, 2024, seeking the point of contact for counsel for the Board, and seeking Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 3 of 31 Page ID #:111

iv PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the Board's position on the Complaint and anticipated ex parte application. (Maitia Decl. ¶¶ 9-10.) On January 22 at 7:56 p.m., Plaintiffs, through counsel, were first notified that Vedder Price represented the Board. The Parties met and conferred by telephone on January 23, 2024 at 9:00 a.m. and continued to meet and confer by email throughout the day but did not come to a resolution short of filing this action and application for emergency relief. Plaintiffs will immediately serve Vedder Price with all filings and continue to coordinate with counsel. (Maitia Decl. ¶ 11.) This application is based on the attached memorandum of points and authorities, declaration of counsel, Megan A. Maitia, the operative Complaint and pleadings on file with the Court, all matters of which this Court may properly take judicial notice, any other evidence or oral argument as the Court may consider in connection with this application; and any other matters that may properly come before this Court at or before any hearing on this application. Dated: January 23, 2024 Respectfully submitted By: Megan A. Maitia Jennifer L. Williams SUMMA LLP Attorneys for Plaintiffs Weird Science LLC and William Anderson Wittekind Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 4 of 31 Page ID #:112

v PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TABLE OF CONTENTS I. INTRODUCTION .............................................................................................................. 1 II. GROUNDS FOR EMERGENCY INJUNCTIVE RELIEF ..................................... 2 A. Repeated unlawful transactions involving Renovaro insiders provides the backdrop for emergency relief before the Special Meeting. .............................. 3 B. The Special Meeting should be enjoined until the Board supplements the Proxy Statement so that it is not materially misleading under Section 14(a) of the 1943 Act and Rule 14a-9................................................................................. 3 C. The Board should be enjoined from counting at the Special Meeting shares that are beneficially owned by reporting persons not compliant with Section 13(d). ................................................................................................................................ 5 III. LEGAL STANDARD ........................................................................................................ 6 IV. ARGUMENT ....................................................................................................................... 7 A. Success on the merits ? false and misleading statements in the Proxy Statement and Proxy Statement Supplement (Section 14(a)). ........................... 7 1. The fairness opinion. ........................................................................................ 8 2. The power to vote shares held by Paseco. ................................................ 10 3. Deficient disclosure about the shares issued in exchange for consulting services in connection with the GEDi Cube transaction. . 12 4. Material omissions about the automatic conversion of the Series A Preferred stock just before the closing under the Stock Purchase Agreement. ........................................................................................................ 14 B. Success on the merits ? non-compliant disclosures under Section 13(d). .... 15 1. Sindlev, RS Group, and RS Bio's non-compliance with Section 13(d). .................................................................................................................. 16 2. Abildgaard and Paseco's non-compliance with Section 13(d). ........... 17 3. Karsten Ree, Torben Bjørn Christensen, and their holding companies non-compliance with Section 13(d). .......................................................... 20 C. Shareholders of Renovaro Biosciences, Inc. will suffer irreparable injury without injunctive relief. ........................................................................................... 21 D. Defendants will suffer no cognizable harm from an injunction. ..................... 22 E. The public interest favors equitable relief. ........................................................... 23 F. No bond is necessary. ................................................................................................. 23 Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 5 of 31 Page ID #:113

vi PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TABLE OF AUTHORITIES Cases Ahlman v. Barnes, 2020 WL 3547960 (9th Cir. June 17, 2020) ................................. 23 Allergan, Inc. v. Valeant Pharm. Int'l, Inc., No. SACV 14?1214 DOC(ANx), 2014 WL 5604539 (C.D. Cal. Nov. 4, 2014) .................................................................... 21 Alliance for the Wild Rockies v. Cottrell, 632 F.3d 1127 (9th Cir. 2011) ..................... 7 Appel v. Berkman, 180 A.3d 1055 (Del. 2018) ............................................................. 8 Arcturus Therapeutics Ltd. v. Payne, 2018 WL 2316790 (S.D. Cal. May 22, 2018) . 22 Bender v. Jordan, 439 F. Supp. 2d 139 (D.D.C. 2006) .......................................... 21, 23 Connecticut Gen. Life Ins. Co. v. New Images of Beverly Hills, 321 F.3d 878 (9th Cir. 2003) ......................................................................................................................... 23 Desaigoudar v. Meyercord, 223 F.3d 1020 (9th Cir. 2000) .......................................... 7 Diaz v. Brewer, 656 F.3d 1008 (9th Cir. 2011) ............................................................ 23 Dreiling v. Am. Online Inc., 578 F.3d 995 (9th Cir. 2009) ......................................... 15 E.ON AG v. Acciona, S.A., 468 F. Supp. 2d 537 (S.D.N.Y. 2006) ............................. 22 Farris v. Seabrook, 677 F.3d 858 (9th Cir. 2012) ......................................................... 6 Flynt Distrib. Co. v. Harvey, 734 F.2d 1389 (9th Cir. 1984) ........................................ 6 Granny Goose Foods, Inc. v. Bhd. of Teamsters & Auto Truck Drivers, 415 U.S. 423 (1974) ......................................................................................................................... 6 In re Netsmart Technologies, Inc. Shareholders Litigation, 924 A.2d 171 (Del. Ch. 2007) ....................................................................................................................... 5, 8 Lichtenberg v. Besicorp Group, 43 F.Supp.2d 376 (S.D.N.Y.1999) .......................... 21 Meridian OHC Partners, LP v. Davis, 2018 WL 1368266 (D. Nev. Mar. 15, 2018) . 21 Morrison Knudsen Corp. v. Heil, 705 F. Supp. 497 (D. Idaho 1988) ......................... 22 Novartis Consumer Health, Inc. v. Johnson & Johnson-Merck Consumer Pharms. Co., 290 F.3d 578 (3d Cir. 2002) ............................................................................. 23 Piper v. Chris-Craft Indus., Inc., 430 U.S. 1 (1977) ..................................................... 7 SEC v. Asset Mgmt. Corp., 456 F. Supp. 998 (S.D. Ind. 1978) ................................... 23 SEC v. Murphy, 626 F.2d 633 (9th Cir. 1980) ............................................................ 22 SEC v. Pattison, 2011 WL 723600 (C.D. Cal. Dec. 23, 2011) ..................................... 7 SEC v. Randolph, 736 F.2d 525 (9th Cir. 1984) ............................................................ 7 SEC v. Rind, 991 F.2d 1486 (9th Cir. 1993) ................................................................ 23 Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 6 of 31 Page ID #:114

vii PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 St. Louis Police Ret. Sys. v. Severson, 2012 WL 5270125 (N.D. Cal. Oct. 23, 2012) .. 7 Stuhlbarg Int'l Sales Co. v. John D. Brush & Co., 240 F.3d 832 (9th Cir. 2001) ........ 6 Taseko Mines Ltd. v. Raging River Cap., 185 F. Supp. 3d 87 (D.D.C. 2016) ...... 22, 23 TSC Industries Inc. v. Northway, Inc., 426 U.S. 438 (1976) ......................................... 8 Univ. of Tex. v. Camenisch, 451 U.S. 390 (1981) ......................................................... 6 Vento v. Curry, 2017 WL 1076725 (Del. Ch. Mar. 22, 2017) ...................................... 8 Winter v. NRDC, Inc., 555 U.S. 7 (2008) ...................................................................... 6 Statutes 15 U.S.C. § 78m(d)(1) ................................................................................................... 6 15 U.S.C. § 78m(d)(5) ................................................................................................. 17 15 U.S.C. § 78m(d). ..................................................................................................... 15 17 C.F.R. § 240.13d?101 ............................................................................................. 16 17 C.F.R. § 240.14a?9 ................................................................................................... 7 17 CFR § 229.403 ..................................................................................................... 3, 11 Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 7 of 31 Page ID #:115

1 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MEMORANDUM OF POINTS AND AUTHORITIES I. INTRODUCTION Renovaro Biosciences, Inc. is a pre-clinical biotech company, incorporated in Delaware with a principal place of business in Los Angeles, California. Renovaro's common stock is listed on the NASDAQ under the symbol RENB. Plaintiffs filed this action derivatively on behalf of Renovaro to recover damages and seek injunctive relief caused by violations of federal securities laws, corporate waste, and breaches of fiduciary duty under Delaware corporate law. These violations are being committed by Renovaro's Directors and Officers; other Renovaro insiders and investors, who continue to unlawfully profit off material nonpublic information (MNPI) related to Renovaro; and Renovaro's outside counsel K&L Gates LLP (K&L Gates) and Clayton E. Parker, a partner at K&L Gates. Before the court is an emergency application for a temporary restraining order in connection with the special meeting of stockholders noticed for January 25, 2024 (Special Meeting), as described in the definitive proxy statement filed with the SEC on January 3, 2024 (Proxy Statement),1 as supplemented on January 16, 2024 (Proxy Statement Supplement).2 This Special Meeting and Proxy Statement relate to Renovaro's proposed acquisition of GEDi Cube Intl Ltd. (GEDi Cube) under a Stock Purchase Agreement dated September 28, 2023, as amended on December 20, 2023 (Stock Purchase Agreement). This agreement followed a Letter of Intent (LOI) between Renovaro and GEDi Cube executed on August 1, 2023. Plaintiffs seek emergency injunctive relief to address multiple violations of federal securities laws before the Special Meeting. Case law is clear that when facing 1 The Proxy Statement, published through the SEC's Edgar website, is available here. For the Court's convenience, each of the hyperlinks in this brief correspond with the online version of the cited SEC filing. 2 The Proxy Statement Supplement is available here. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 8 of 31 Page ID #:116

2 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a shareholder vote, after-the-fact remedies are inadequate and injunctive relief should be granted. Such relief is appropriate here. II. GROUNDS FOR EMERGENCY INJUNCTIVE RELIEF The Special Meeting on January 25, 2024 will put forth several matters for Renovaro stockholders to consider and vote on related to the proposed GEDi Cube acquisition through the Stock Purchase Agreement. See SEC Form 8-K filed September 29, 2023 and Exh. 2.1. Through the acquisition, Renovaro has agreed to acquire all outstanding GEDi Cube shares in exchange for Renovaro shares. According to the Proxy Statement, after the closing, former GEDi Cube shareholders will own approximately 49% of Renovaro's shares, diluting the voting power of existing (pre-closing) Renovaro stockholders essentially by half. The former GEDi Cube shareholders are also each entitled to receive post-closing Earn-Out Shares upon the conversion or exercise of any Renovaro derivative securities. To accommodate the number of shares issuable to the GEDi Cube shareholders under the Stock Purchase Agreement (including shares issuable to an unnamed consultant), Renovaro needs stockholders to approve a charter amendment to increase its number of authorized shares of common stock from one hundred million (100,000,000) to three hundred fifty million (350,000,000), an increase of 250%. Renovaro also seeks stockholder approval to (a) reprice its outstanding stock options to an exercise price equal to the closing price on the date of the closing under the Stock Purchase Agreement and (b) increase the number of authorized shares issuable under its 2023 equity incentive plan by 5,000,000. A quorum at the Special Meeting requires the presence of at least one-third of the outstanding shares of common stock and Series A Preferred Stock. Once there is a quorum, approval of each matter before the stockholders requires the affirmative vote of a majority of the votes cast at the Special Meeting. Plaintiffs seek three categories of emergency injunctive relief before the Special Meeting. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 9 of 31 Page ID #:117

3 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A. Repeated unlawful transactions involving Renovaro insiders provides the backdrop for emergency relief before the Special Meeting. Renovaro's board of directors (the Board) has engaged in a troubling pattern of authorizing spring-loaded transactions with insiders René Sindlev (Sindlev), Sindlev's companies RS Bio ApS (RS Bio) and RS Group ApS (RS Group), Ole Abildgaard (Abildgaard), and Abildgaard's company Paseco ApS (Paseco) on terms grossly unfair to Renovaro and its stockholders. Sindlev is Chairman of the Renovaro Board. According to the Proxy Statement, Sindlev beneficially owns 21.34% of Renovaro's outstanding common stock, making him the largest investor in the Company. See Proxy Statement at p.167. Abildgaard has a close personal and business relationship with Sindlev. Despite his lack of a formal title, Abildgaard has high-level access to Renovaro business matters, and he has repeatedly asserted management authority or influenced control over Renovaro. According to the Proxy Statement, Paseco owns 15.09% of Renovaro's outstanding common stock, but the Proxy Statement omits that Abildgaard has the power to vote and the power to dispose of such shares. See id. This omission is material because it violates the applicable SEC disclosure regulation. See 17 CFR § 229.403 . The Board has consistently permitted Sindlev and Abildgaard, through their holding companies, to buy Renovaro securities for inadequate consideration (in some cases involving Paseco, for no consideration) or at spring-loaded prices just ahead of Renovaro's release of positive MNPI. See Dkt. 1, Compl. ¶¶ 5-8. These transactions violated Rules 10b-5(a) and (c) under the Exchange Act of 1934 Act (the 1934 Act), and they inform the Section 14(a) and Section 13(d) violations that are the basis for Plaintiffs' requested emergency relief. B. The Special Meeting should be enjoined until the Board supplements the Proxy Statement so that it is not materially misleading under Section 14(a) of the 1943 Act and Rule 14a-9. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 10 of 31 Page ID #:118

4 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The Proxy Statement related to the January 25, 2024 Special Meeting, as supplemented by the Proxy Statement Supplement, contains false and misleading information relevant to the issues shareholders are being asked to consider and vote on at the Special Meeting. Fairness opinion. The Board agreed in the Stock Purchase Agreement to use commercially reasonable efforts to obtain a "fairness opinion" from an investment bank that the consideration to be paid to the GEDi Cube shareholders (i.e., the number of Renovaro shares, including Earn-Out shares) is fair, from a financial point of view, to Renovaro, and the Board's receipt of a fairness opinion was a condition of closing, absent a waiver in writing by Renovaro. And yet, the Proxy Statement never mentioned the fairness opinion at all, much less any efforts by Renovaro to comply with the reasonable-efforts covenant. The Proxy Statement Supplement confirmed that it wasn't until January 10, 2024 that the Board first met and considered the fairness opinion and, after consulting with K&L Gates, directed Renovaro management to waive the condition. But the Board's purported reason for the waiver is simply incredible and raises serious questions about the role of an unnamed "consultant" in the Proxy Statement Supplement, which Plaintiff has a reasonable belief is Abildgaard or his Company Paseco. Abildgaard's power over Paseco shares, and consulting fees related to GEDi Cube transaction. Renovaro and its counsel K&L Gates know that Abildgaard owns and controls Paseco. Renovaro's Proxy Statement, in turn, purports to disclose beneficial ownership in the Principal Stockholders Table. Proxy Statement at p.167 ("The following table sets forth information regarding the beneficial ownership of shares of Common Stock as of the Record Date by [] each person known by Renovaro to be the beneficial owner of more than 5% of outstanding shares of Common Stock."). And yet, the Proxy Statement omits that Abildgaard has sole power to vote and sole power to dispose of the shares held by Paseco, the third largest Renovaro shareholder. The Proxy Statement also omits that on or about October 23, 2023, Paseco received Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 11 of 31 Page ID #:119

5 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1,000,000 shares as consideration for consulting services rendered to Renovaro in connection with the Stock Purchase Agreement. Conversion of Series A Preferred Stock. The Proxy Statement omits that Renovaro's Series A Preferred Stock will automatically convert into common stock right before the closing under the Stock Purchase Agreement. Each Series A Preferred Stock converts into 10 shares of common stock. Sindlev and Abildgaard collectively own 413,745 shares of Series A Preferred Stock, convertible to 4,137,450 shares of common stock. The closing of the GEDi Cube transaction will therefore dilute existing Renovaro's stockholders' voting power more than the Proxy Statement suggests, and the pro forma information in the Proxy Statement disclosing the number of shares issuable to the GEDi Cube shareholders at closing and the number of Earn-Out Shares issuable to the GEDi Cube shareholders after the closing do not reflect the automatic conversion. Once a topic is broached in a Proxy Statement, a duty attaches to provide information that is "materially complete and unbiased by the omission of material facts." In re Netsmart Technologies, Inc. Shareholders Litigation, 924 A.2d 171, 203 (Del. Ch. 2007). The issues identified above?individually and taken together?are materially incomplete, rendering them false and misleading under Section 14(a) of the 1934 Act and Rule 14a-9. Emergency injunctive relief is warranted requiring Renovaro to supplement the Proxy Statement to disclose this information. C. The Board should be enjoined from counting at the Special Meeting shares that are beneficially owned by reporting persons not compliant with Section 13(d). Sindlev, Abildgaard, shareholders Karsten Ree and Torben Bjorn Christensen, and each of their entities over which they exercise sole control are in violation of their obligations under Section 13(d) of the 1934 Act and Rules 13d-1(a) and 13d-2(a). These rules, and the timely filing of a Schedule 13D, impose a bright-line disclosure rule: any person or group acting together that has accumulated more than 5% of a Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 12 of 31 Page ID #:120

6 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 company's outstanding shares must, within 10 days, file a public disclosure with the SEC that details, among other things, the owner's background, how they acquired the stock, and any contracts, arrangements, or understandings regarding the transfer of any of the securities. 15 U.S.C. § 78m(d)(1). Emergency injunctive relief is warranted, and the securities beneficially owned by these defendants should be enjoined from being counted at the Special Meeting, either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal, until each of them files the required Schedule 13D(s) and the required amendments to such Schedule 13Ds, including disclosure, if applicable, of their membership of any "group" within the meaning of Section 13(d)(3) of the 1934 Act. III. LEGAL STANDARD "The underlying purpose of a TRO is to preserve the status quo and prevent irreparable harm before a preliminary injunction hearing may be held." Granny Goose Foods, Inc. v. Bhd. of Teamsters & Auto Truck Drivers, 415 U.S. 423, 439 (1974). Because "[t]he urgency of obtaining a preliminary injunction necessitates a prompt determination," Flynt Distrib. Co. v. Harvey, 734 F.2d 1389, 1394 (9th Cir. 1984), relief is granted based on "procedures that are less formal and evidence that is less complete than in a trial on the merits," Univ. of Tex. v. Camenisch, 451 U.S. 390, 395 (1981). TROs are granted on the same standard as preliminary injunctions. See Stuhlbarg Int'l Sales Co. v. John D. Brush & Co., 240 F.3d 832, 839 n.7 (9th Cir. 2001). A plaintiff may secure a TRO upon a showing that: (1) it is likely to succeed on the merits, (2) it is likely to suffer irreparable harm in the absence of preliminary relief, (3) the balance of equities tips in its favor, and (4) an injunction is in the public interest. Farris v. Seabrook, 677 F.3d 858, 864 (9th Cir. 2012) (citing Winter v. NRDC, Inc., 555 U.S. 7, 20 (2008)). "Serious questions going to the merits and a hardship balance that tips sharply towards the plaintiff can support issuance of a preliminary injunction, so long as the plaintiff also shows that there is a likelihood of Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 13 of 31 Page ID #:121

7 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 irreparable injury and that the injunction is in the public interest." All. for the Wild Rockies v. Cottrell, 632 F.3d 1127, 1135 (9th Cir. 2011) (cleaned up). IV. ARGUMENT At issue before the Court is Defendants' non-compliance with federal securities laws, mandating a temporary restraining order requiring proper disclosure under SEC regulations before the January 25, 2024 Special Meeting. Injunctive relief is "the primary statutory remedy for violations of the federal securities laws." SEC v. Pattison, 2011 WL 723600, at *1 (C.D. Cal. Dec. 23, 2011), citing SEC v. Randolph, 736 F.2d 525, 529 (9th Cir. 1984). Invalidating a shareholder vote later, and "unwinding any transactions that might be made in reliance on the results[], all point to the conclusion that a post hoc remedy is inadequate." St. Louis Police Ret. Sys. v. Severson, 2012 WL 5270125, at *6 (N.D. Cal. Oct. 23, 2012); cf. Piper v. Chris-Craft Indus., Inc., 430 U.S. 1, 41-42 (1977). The evidence below supports emergency injunctive relief. A. Success on the merits ? false and misleading statements in the Proxy Statement and Proxy Statement Supplement (Section 14(a)). Under Section 14(a) of the Exchange Act and SEC Rule 14a?9, proxy statements are prohibited from being "false or misleading with respect to any material fact," or from "omitting [] any material fact necessary in order to make the statements therein not false or misleading." 17 C.F.R. § 240.14a?9. It is "designed to prevent management or others from obtaining authorization for corporate action by means of deceptive or inadequate disclosure in proxy solicitation." Desaigoudar v. Meyercord, 223 F.3d 1020, 1024 (9th Cir. 2000) (cleaned up). Section 14(a) accordingly requires a plaintiff to establish that "(1) a proxy statement contained a material misrepresentation or omission which (2) caused the plaintiff injury and (3) that the proxy solicitation itself, rather than the particular defect in the solicitation materials, was an essential link in the accomplishment of the transaction." Id. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 14 of 31 Page ID #:122

8 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Relevant here, a misrepresentation or omission is considered material if a reasonable shareholder would have considered it important when deciding how to vote. TSC Indus. Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976). While what information is (or is not) disclosed in a proxy is important, so too is how the information is disclosed. Under Delaware law, "when a board chooses to disclose a course of events or to discuss a specific subject, it has long been understood that it cannot do so in a materially misleading way, by disclosing only part of the story, and leaving the reader with a distorted impression." Appel v. Berkman, 180 A.3d 1055, 1064 (Del. 2018). "Partial disclosure, in which some material facts are not disclosed or are presented in an ambiguous, incomplete, or misleading manner, is not sufficient to meet a fiduciary's disclosure obligations." Id. at 1064. Under the so-called "buried facts" doctrine, "[d]isclosure is inadequate if the disclosed information is ?buried' in the proxy materials." Vento v. Curry, 2017 WL 1076725, at *3 (Del. Ch. Mar. 22, 2017), at *4 ("A stockholder should not have to go on a scavenger hunt to try to obtain a complete and accurate picture of a [] transaction."). "[A]lthough stockholders are assumed to be skilled readers, proxy statements are not intended to be mysteries to be solved by their audience." Appel, 180 A.3d at 1064; Here, in several ways, the Board breached its duty to provide information in the Proxy Statement that is "materially complete and unbiased by the omission of material facts." In re Netsmart Technologies, Inc. Shareholders Litigation, 924 A.2d at 203. 1. The fairness opinion. Section 5.29 of the Stock Purchase Agreement provides "[Renovaro] will use its commercially reasonable efforts to cause an investment bank to issue to [Renovaro] an opinion to the effect that, as of the Closing Date, the consideration to be paid to the Sellers pursuant to the terms of [the Stock Purchase Agreement] is fair, from a financial Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 15 of 31 Page ID #:123

9 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 point of view, to Renovaro." Section 7.29 of the Stock Purchase Agreement provides that it is a condition of Renovaro's obligation to disclose (unless waived in writing by Renovaro) that the Board receive such an opinion from an investment bank. Despite these express terms, the Proxy Statement makes no mention of the fairness opinion covenant, the closing condition, or any waiver of the condition. In the Proxy Statement Supplement, Renovaro admits that on January 10, 2024 (and only after receiving stockholder demand letters), the Board considered the fairness opinion apparently for the first time. The Board determined that "due to the lack of financial projections regarding GEDi Cube, a fairness opinion would not be meaningful and directed Renovaro management to waive the closing condition." The Board's basis for this decision is nonsensical and misleading in violation of Section 14(a) of the 1934 Act and Rule 14a-9. According to the Proxy Statement Supplement, on September 27, 2023 (the day before executing the Stock Purchase Agreement), the Board met with Renovaro management and K&L Gates; CEO Mark Dybul summarized a valuation report prepared by GEDi Cube (giving GEDi Cube a $225 million valuation), and the Board gave no weight to the valuation report because "GEDi generated no revenue and had no projections." Yet the Board "ultimately determined that it had a basis to move forward with the transaction given the timing and financial constraints facing the Company." That determination depended solely on Dybul's report that the unnamed "consultant" who prepared the report had confidence in the viability and the potential for commercialization of GEDi Cube's technology and platform. See Proxy Statement Supplement (supplementing page 57 of the Proxy Statement, revising paragraph 5). Then, on January 10, 2024, one week after issuing the Proxy Statement (in which the fairness opinion was not mentioned at all) and two weeks before the Special Meeting, the Board met again with management and K&L Gates. The Board determined that "due to the lack of financial projections regarding GEDi Cube, a fairness opinion would not be meaningful and directed Renovaro management to waive Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 16 of 31 Page ID #:124

10 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the closing condition." See id. (supplement page 57 of the Proxy Statement Supplement, adding a new paragraph at the end of the section). Renovaro's purported explanation about the fairness opinion lacks credibility and is materially misleading. On September 27, 2023, the Board disregarded GEDi Cube's valuation report because GEDi Cube generated no revenue and had no projections. One day later, on September 28, 2023, the Board unanimously approved the Stock Purchase Agreement, which included the fairness opinion covenant and closing condition. Between September 28, 2023 and January 3, 2024 (the date of the Proxy Statement), Renovaro apparently took no action to obtain a fairness opinion and failed to even consider the fairness opinion until January 10, 2024, when the Board, counseled by K&L Gates, directed Renovaro management to waive the closing condition based on identical information (lack of projections) it considered on September 27, 2023, one day before the Board agreed to the fairness opinion covenant and closing condition in the Stock Purchase Agreement. In a transaction that will give half of Renovaro's shareholder voting power to GEDi Cube, Renovaro must further supplement the Proxy Statement to include: (a) what (if any) action the Board took before January 10, 2024 to obtain a fairness opinion; (b) how the Board justifies relying on GEDi Cube's "lack of projections" to direct Renovaro management to waive the fairness opinion when that same information was available when the Board approved the Stock Purchase Agreement with the fairness opinion covenant and closing condition the following day; and (c) the identity of the unnamed "consultant" whose hearsay "confidence" is the sole basis upon which the Board moved forward with the Stock Purchase Agreement and, in turn, deemed the financial terms of the deal fair to Renovaro. 2. The power to vote shares held by Paseco. In the Proxy Statement, Renovaro represents that the Principal Stockholders Table includes, "to Renovaro's knowledge, except as indicated in the footnotes to this Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 17 of 31 Page ID #:125

11 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 table. . ., the persons named in the table have sole voting and dispositive power with respect to all shares of Common Stock beneficially owned by them." Renovaro then identifies Paseco as beneficially owning 15.09% of Renovaro's outstanding common stock, but the corresponding footnote (footnote 14) fails to disclose that Abildgaard has the power to vote and dispose of Paseco's shares. See Proxy Statement, at pp. 167-68. Abildgaard's name is not mentioned in the Proxy Statement at all. The Principal Stockholders Table is false and misleading as to Paseco. On October 6, 2023, Paseco and Abildgaard filed a Schedule 13G and Schedule 13G/A with the SEC under Section 13(g) of the 1934 Act, disclosing that Abildgaard "shares" the power to vote and the power to dispose of the shares held by Paseco.3 Renovaro has admitted actual knowledge that Abildgaard has the sole power to vote and dispose of the shares owned by Paseco in prior SEC statements. See SEC Form 10-K filed March 31, 2015 at p. 66 (Renovaro acknowledging that "the voting and disposition of the shares owned by Paseco . . . are controlled by Ole Abildgaard"). Since at least the March 2015 10-K filing, Renovaro and K&L Gates have entered multiple transactions and have had many interactions with Paseco, in which Abildgaard is the only company representative. (See Dkt. No.1, Compl. ¶¶ 32-48, 97-102.) Even absent actual knowledge, the contents of Paseco and Abildgaard's Schedule 13G and Schedule 13G/A filed on October 6, 2023 is imputed to Renovaro by Item 403 of SEC Regulation S-K.4 This renders the disclosure about Renovaro's 3 Even this disclosure is false and misleading because according to the same Schedule 13G and Schedule 13G/A, Abildgaard is the Chief Executive Officer and sole shareholder of Paseco, and no other individuals are identified who share the right to vote or dispose of the shares owned by Paseco. 4 See 17 CFR § 229.403. Security Ownership of certain beneficial owners and management ("registrant [Renovaro] shall be deemed to know the contents of any statements filed with the Commission pursuant to section 13(d) or 13(g) of the Exchange Act."). Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 18 of 31 Page ID #:126

12 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 knowledge of the persons who have the power to vote and dispose of Paseco's shares false and misleading. 3. Deficient disclosure about the shares issued in exchange for consulting services in connection with the GEDi Cube transaction. The material omission regarding Abildgaard's power to vote and dispose of Paseco's shares becomes more significant when considered together with Paseco's accumulation of Renovaro common stock, including in connection with consulting services for the GEDi Cube transaction. According to the Proxy Statement (p. 135), the pro forma adjustments in the combined financial statements included "one-time consulting fees of $2,760,000 related to the Transaction that was paid in shares at 10/23/2023 closing price of $2.76." Though the information is buried in Renovaro's SEC filings, these shares were almost certainly issued to Paseco: ? At the $2.76 per share price, 1,000,000 shares of the Company's common stock were issued on October 23, 2023 as payment for these consulting fees ($2,760,000/$2.76 = 1,000,000). ? According to the October 6, 2023 Schedule 13G/A filed by Paseco and Abildgaard and the Form 3 filed by Abildgaard, Paseco owned 3,462,292 shares of common stock as of October 6, 2023. ? According to the Company's SEC Form 10-K/A filed on October 30, 2023, Paseco's ownership of common stock increased by exactly 1,000,000 shares (from 3,462,292 to 4,462,292) as of October 24, 2023, the day after the 1,000,000 shares were issued as payment of the $2,760,000 in consulting fees. The Proxy Statement fails to disclose that Paseco, a greater than 10% beneficial owner and an affiliate,5 has received this consulting shares, and Abildgaard failed to 5 In the Company's SEC Form 10-Q filed on November 14, 2023 at p. 26, Renovaro admits Paseco became an affiliate after its participation in an August 1, 2023 Private Placement. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 19 of 31 Page ID #:127

13 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 file a Form 4 to report the acquisition of these shares as required by Section 16(a) of the 1934 Act.6 The Proxy Statement also omits the identity of an unnamed consultant who is being compensated with shares on behalf of both Renovaro and GEDi Cube. Under Section 2.2 of the Stock Purchase Agreement (p.17), 1,000,000 shares "representing shares issued by [Renovaro] to a consultant assisting the parties on the Transaction" are subtracted from the total shares to be issued to GEDi Cube stockholders (defined as Exchange Shares) upon closing of the transaction. Under Section 4.6 of the agreement (p.60), GEDi Cube agreed to issue the same unnamed consultant, just before closing, GEDi Cube shares that will result in the consultant receiving an additional 1,000,000 Exchange Shares in the Transaction. In other words, the unnamed consultant will receive not only an additional 1,000,000 shares of Renovaro common stock at closing, but the consultant will be also entitled to receive Earn-Out Shares for every Renovaro derivative security that is converted or exercised after the closing. Paseco currently has warrants exercisable into 3,258,965 shares of Renovaro common stock. See Proxy Statement, at pp. 167-68. If the consultant is Paseco or Abildgaard, then each time Paseco exercises any of its own warrants, it will receive its pro rata portion of the Earn-Out Shares issuable to GEDi Cube's stockholders because of such exercise. And no matter if the unnamed consultant is Paseco or Abildgaard, the consultant is on both sides of the Transaction, making 6 If Paseco is the consultant, then the Proxy Statement's characterization of "one-time consulting fees" is separately materially misleading due to Paseco's history of consulting for the Company. See Company's SEC Form 8-K filed August 12, 2014 at p.II-2 (Paseco received 1,400,000 shares of common stock in exchange for "advisory and consulting services" to the company and its majority shareholder related to a business combination and financing) and SEC Form 10-Q filed on November 14, 2023 at p. 26 (Paseco has had a consulting agreement for business advisory services since December 2019 and, for the quarter ending September 30, 2023, the Company issued 1,000,000 restricted common shares). Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 20 of 31 Page ID #:128

14 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the identity of this consultant and the reasons why the Board granted this additional benefit to the consultant material information that was omitted from the Proxy Statement.7 4. Material omissions about the automatic conversion of the Series A Preferred stock just before the closing under the Stock Purchase Agreement. According to the Proxy Statement, the 561,010 shares of Series A Preferred Stock will remain issued and outstanding after the closing under the Stock Purchase Agreement, and the 5,610,100 shares of common stock issuable upon conversion of the Series A Preferred Stock are included in the breakdown of Earn-Out Shares issuable upon conversion of Renovaro's derivative securities. See Proxy Statement, at p. 130. But the Series A Preferred Stock is governed by the Certificate of Designations, sections 6(a)(ii) and 6(b)(ii) of which provide that the 561,010 shares of Series A Preferred Stock will automatically convert (at a conversion rate of 10:1) into 5,610,100 shares of common stock just before the closing under the Stock Purchase Agreement. See SEC Form 8-K filed August 7, 2023, and Exh. 3.1. The Stock Purchase Agreement is a "Qualified Merger" under the Certificate of Designations, defined as (among other things) a stock purchase agreement "with another Person whereby such other Person acquires more than 35% of the outstanding shares of Common Stock or 35% or more of the voting power of the Common Stock." Although the term "Person" is not defined in the Certificate of Designations, the term is defined in the Stock Purchase Agreement as "any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, estate, joint venture . . . or other entity or group (which term group will include a ?group' as such term is defined in Section 13(d)(3) of the Exchange 7 This is especially so if, as Plaintiffs believe, this is the same consultant who delivered the GEDi Cube valuation and due diligence report, which the Board wholly disregarded for lack of projections. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 21 of 31 Page ID #:129

15 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Act)." (bold type added). The shareholders of GEDi Cube party to the Stock Purchase Agreement are a group (under Section 13(d)(3) or otherwise) that will acquire more than 35% of Renovaro's outstanding common stock under the Stock Purchase Agreement, rendering the transaction a Qualified Merger under the Certificate of Designations. The Proxy Statement, as supplemented by the Proxy Statement Supplement, is materially misleading because it does not disclose this pre-closing conversion, which will result in Renovaro issuing 70,834,189 shares of common stock at closing (not 65,224,089) with 11,555,531 shares of common stock as possible Earn-Out Shares (not 17,165,631). B. Success on the merits ? non-compliant disclosures under Section 13(d). The purpose of Section 13(d) of the Exchange Act is to "alert the marketplace to every large, rapid aggregation or accumulation of securities, regardless of technique employed, which might represent a potential shift in corporate control." Dreiling v. Am. Online Inc., 578 F.3d 995, 1002 (9th Cir. 2009). In particular, the rules are in place to prevent shareholders "from attempting to evade the disclosure requirement by pooling their interests." Id. To this end, Section 13(d) establishes a bright-line disclosure rule: any person or group acting together that has accumulated more than 5% of a company's outstanding shares must, within 10 days, file a public disclosure with the SEC that details the owner's background, how they acquired the stock, and any "contracts, arrangements, or understandings" regarding the "transfer of any of the securities." 15 U.S.C. § 78m(d)(1)(E). It must also disclose the purpose of the acquisition, including "any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board," or "any contracts, arrangements, understandings or relationships (legal or otherwise) among the [reporting persons] and between such persons and any person with respect to any securities of the issuer, including but not Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 22 of 31 Page ID #:130

16 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 limited to the transfer or voting of any of the securities, . . . naming the persons with whom such contracts, arrangements, understandings or relationship have been entered into." 17 C.F.R. § 240.13d?101. 1. Sindlev, RS Group, and RS Bio's non-compliance with Section 13(d). On March 5, 2015, RS Group filed a Schedule 13D with the SEC to report beneficial ownership of 515,000 shares (or 5.68%) of Renovaro's common stock. This Schedule 13D failed to include Sindlev as a reporting person as required by the instructions to Schedule 13D. During the eight years and ten months since RS Group's Schedule 13D filing, Sindlev has filed 26 beneficial ownership forms under Section 16(a) of the 1934 Act reporting transactions in Renovaro's securities (both in Sindlev's capacity as a director and as a greater than 10% beneficial owner through RS Group and RS Bio). During this same period: (a) Sindlev was elected as a director of the Company8 and eventually became Board Chair; (b) Sindlev became a greater than 10% beneficial owner of the Company's common stock through RS Group;9 (c) RS Group entered an Investor Rights Agreement which entitled RS Group to designate a director and under which RS Group agreed to vote in accordance with the board composition provisions contained therein;10 (d) RS Group entered a Standstill and Lock-Up Agreement under which it agreed to not transfer any shares during the lock-up period specified there (with some exceptions);11 (e) RS Group transferred all 8 See Form 8-K of the Company filed with the SEC on June 7, 2017. 9 See Form 3 of Sindlev filed with the SEC on July 17, 2017. 10 See Exhibit 10.2 to the Company's Form 8-K filed with the SEC on January 17, 2018 (§ 2.2) and the Company's Form 8-K filed with the SEC on February 23, 2018. 11 See Exhibit 10.3 to the Company's Form 8-K filed with the SEC on January 17, 2018 (§ 3) and the Company's Form 8-K filed with the SEC on February 23, 2018. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 23 of 31 Page ID #:131

17 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of its shares of common stock and warrants to buy common stock to RS Bio;12 and (f) Sindlev's beneficial ownership increased from 5.68% on the date of the initial Schedule 13D to 21.43%.13 Rule 13d-2(a) requires a "prompt" amendment to report any material change in the information disclosed in a Schedule 13D. Despite being current beneficial owners of 21.43% of Renovaro's common stock, Sindlev and RS Bio have never been identified as reporting persons (as required), and none of Sindlev, RS Group, or RS Bio has filed a single amendment to the Schedule 13D filed by RS Group on March 5, 2015 despite clear obligations to do so. 2. Abildgaard and Paseco's non-compliance with Section 13(d). On October 6, 2023, Abildgaard and Paseco jointly filed (for the first time) a Schedule 13G with the SEC to report beneficial ownership of 7.7% of Renovaro's outstanding common stock as of June 26, 2023 and jointly filed a Schedule 13G/A with the SEC to report beneficial ownership of more than 13.9% of the Company's outstanding common stock as of August 1, 2023. No other amendments have been filed. Neither Abildgaard nor Paseco are eligible to file a Schedule 13G (rather than a Schedule 13D) because each has acquired Company securities "with the purpose or effect of changing or influencing the control the Company," or "in connection with or as a participant in any transaction having such purpose or effect." 15 U.S.C. § 78m(d)(5). On November 14, 2023, Renovaro filed a Form 10-Q (p.26) with the SEC, in which it admitted that Paseco became an affiliate because of its participation in an August 1, 2023 private placement. 12 See the Company's Form 10-K/A filed with the SEC on October 29, 2018 (p. 12 and footnote 2) and the Company's Form 10-K/A filed with the SEC on October 28, 2019 (p. 13 and footnote 1). 13 See Proxy Statement, at p. 167 (footnote 1). Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 24 of 31 Page ID #:132

18 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SEC Rule 12b-2 under the 1934 Act defines "affiliate" of a specified person as "a person that directly, or indirectly through one or more intermediaries, controls, or is under common control with, the person specified." The rule further defines "control" as "the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise." Renovaro's admission about Paseco's affiliate status, thus, is an admission that Paseco controls Renovaro or Paseco and Renovaro are under the common control of Abildgaard. This prima facie establishes that Paseco and Abildgaard did not qualify for the Schedule 13G and 13G/A when they were filed with the SEC on October 6, 2023. Compelling evidence establishes that Paseco and Abildgaard have been Renovaro affiliates and subject to the Schedule 13D disclosure requirements long before the August Placement because they have repeatedly asserted management authority over or acted with the purpose or effect of changing or influencing the control of Renovaro, despite lack of a formal director or officer title. For example: ? According to the Company's "Super-8K" filed with the SEC on August 12, 2014, the Company issued 1,400,000 shares of common stock to "certain designees" of Paseco in exchange for "advisory and consulting services" to the company and its majority shareholder "in connection with planning and structuring (a) a business combination or share exchange and (b) subsequent financing by the company of up to $12 million." The Share Exchange Agreement (Exh. 4.2 at p.II-2) was dated February 12, 2014 between the Company (then known as Putnam Hills) and DanDrit BioTech A/S and had the purpose or effect of changing or influencing the control of the Company, disqualifying Paseco and Abildgaard from Schedule 13G and 13G/A eligibility. ? In February 2018, the Company (then known as DanDrit) acquired Enochian BioPharma, Inc. and changed its name to Enochian Biosciences, Inc. As closing merger consideration, the stockholders of Enochian BioPharma received about 49% of the Company's common stock outstanding, diluting the equity held by the pre-merger DanDrit shareholders by almost half. In connection with the acquisition closing, Abildgaard was integral in soliciting new investors (200 new Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 25 of 31 Page ID #:133

19 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shareholders) and raising funding ($13.4 million) through a private placement (February 2018 Placement), so the Company could satisfy a closing condition for the acquisition of Enochian Biopharma. ? On February 2, 2019, Abildgaard emailed the agenda for the Renovaro Board Meeting scheduled for February 10, 2019 (even though Abildgaard was not listed as an attendee of the meeting), confirming that Abildgaard has high-level access to Board matters (often, as described in the examples below, to the exclusion of other Board members). ? On July 1, 2019, Ablidgaard emailed Sindlev, Dybul, and Grønfeldt-Sørensen, updating them about his work promoting the stock and securing foreign investors. In this same email, Abildgaard advises Sindlev, Dybul, and Grønfeldt-Sørensen about what to include (and not include) in a proposed shareholder letter and related strategy on when to transmit the shareholder letter. ? On September 21, 2019, Sindlev emailed Dybul and Parker (with a copy to Abildgaard), negotiating compensation for Abildgaard's work on behalf of the Company, including paying for experimental patient treatment "in hopes of getting data for Enochian." Dybul replied (again with a copy to Sindlev, Parker, and Abildgaard): "just want to be clear that without ole [Abildgaard] we would be lost and want to get him compensated." ? On August 28, 2020, Abildgaard emailed Luisa Puche (Renovaro CFO), copying Sindlev and Dybul and unilaterally instructing Puche to terminate Renovaro's contract with a third-party security company. On August 29, 2020, Puche carried out Ablidgaard's instruction, emailing the security company (copying Abildgaard, Sindlev, and Dybul) and terminating the contract. ? On March 13, 2021, Abildgaard emailed Sindlev and Dybul, advising them on when and how to make company "announcements" to "boost the share price." ? On November 20, 2021, Abildgaard responded to an email sent by Puche regarding a FINRA review of the trading activity on June 14, 2021. According to Puche, "We are required to ask of our board members, officers, employees, and consultants that were privy to [MNPI] the information prior to the [June 14, 2021] press release" (emphasis added), confirming that Abildgaard is privy to Company MPNI. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 26 of 31 Page ID #:134

20 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ? On October 23, 2023, Paseco received 1,000,000 shares in exchange for consulting services provided to Renovaro in connection with the transactions contemplated by the Stock Purchase Agreement, transactions that will influence the control of the Company. Besides owning approximately 49% of Renovaro's post-closing, GEDi Cube will also have the right to designate four of Renovaro's nine directors after the closing under the Stock Purchase Agreement. See Dkt. 1, Compl. ¶ 100 and n.107 and 108. (Maitia Decl. ¶¶ 12(a)-o.) These non-exhaustive examples confirm that Paseco and Abildgaard are required to file Schedule 13Ds in accordance with Rule 13d-1(a) under the 1934 Act and amendments to such Schedule 13Ds in accordance with Rule 13d-2(a) under the 1934 Act. 3. Karsten Ree, Torben Bjørn Christensen, and their holding companies non-compliance with Section 13(d). Karsten Ree Holding B ApS filed a Schedule 13D on March 15, 2015 to report 5.52% beneficial ownership of the Company's common stock, but Karsten Ree (Ree) was not included as a reporting person as required by such filing, and the Schedule 13D was never amended despite later transactions in the Company's securities beneficially owned by Ree, Karsten Ree Holding B, and Karsten Ree Holding I ApS, as shown by Renovaro's Form 10-K filed with the SEC on September 29, 2017 (pp. 22-23 and footnote 4). According to the Company's Form 10-K filed with the SEC on September 28, 2016 (pp.62-63 and n.5), Po-Ma Invest ApS (Po-Ma) owned 12.29% of the Company's common stock as of September 8, 2016, and Torben Bjørn Christensen (Christensen) had sole voting and dispositive power over those shares on that date. Christensen filed a Form 3 with the SEC on July 17, 2017 to report his election as a director of the Company, but he failed to disclose his indirect beneficial ownership of the shares held by Po-Ma. Po-Ma's shares were later transferred to TBC Invest A/S (another entity controlled by Christensen to which Company shares were later transferred (TBC Invest)), and none of Christensen, Po-Ma, or TBC Invest has ever Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 27 of 31 Page ID #:135

21 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 filed a Schedule 13D or any amendment to a Schedule 13D despite later transactions in the Company's securities. Ree, Christensen, and their holding companies, therefore, are not compliant with Rule 13d-1(a) under the 1934 Act. C. Shareholders of Renovaro Biosciences, Inc. will suffer irreparable injury without injunctive relief. "An uninformed shareholder vote is often considered an irreparable harm, particularly because the raison d'etre of many of the securities laws is to ensure that shareholders make informed decisions." Allergan, Inc. v. Valeant Pharm. Int'l, Inc., 2014 WL 5604539, at *16 (C.D. Cal. Nov. 4, 2014) (ordering defendants to make corrective disclosures to proxy materials prior to shareholder vote). "In any event, preventing an uninformed shareholder vote through corrective disclosures once the inadequate disclosure is discovered is preferable to sorting out post-vote remedies for uninformed shareholders." Id. Courts routinely hold that irreparable harm is established when it is unclear whether proper disclosures were made, whether under Section 14(a) (non-misleading proxy materials or Section 13(d). See, e.g., Lichtenberg v. Besicorp Group, 43 F.Supp.2d 376, 390 (S.D.N.Y.1999) ("Irreparable injury results from the use of [materially] false and misleading proxies when the free exercise of shareholders' voting rights will be frustrated."); Bender v. Jordan, 439 F. Supp. 2d 139, 179 (D.D.C. 2006) (granting preliminary injunction enjoining defendants from disseminating further proxy materials or holding shareholder meeting until further order of court); Meridian OHC Partners, LP v. Davis, 2018 WL 1368266 (D. Nev. Mar. 15, 2018) ("If Section 13(d)'s mandate to provide shareholders with complete Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 28 of 31 Page ID #:136

22 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and accurate information is not honored, then shareholders will continue to be harmed until full and accurate disclosures are reported.").14 Here, through the Special Meeting, the Board is attempting to push through a charter amendment necessary to close the GEDi Cube transaction, the result of which will be giving away half the company and diluting existing Renovaro stockholders by half. Renovaro stockholders have a right to complete and unbiased disclosures in the Proxy Statement and the 13Ds required by Sindlev, Abildgaard, Ree, and Christensen (and their entities) before voting at the Special Meeting, and this irreparable harm favors emergency injunctive relief. D. Defendants will suffer no cognizable harm from an injunction. The benefit of injunctive relief far outweighs any detriment by Defendants, who would simply be required to cease conduct that violates the 1934 and Delaware law, and to make the complete and accurate disclosures required by Sections 14(a) and 13D before the Special Meeting. While coming into compliance (possibly resulting in delay of the Special Meeting) "would not come without cost" to Defendants, this does not outweigh the 14 See also, e.g., Morrison Knudsen Corp. v. Heil, 705 F. Supp. 497, 504-05 (D. Idaho 1988) (enjoining shareholder from exerting control over the company until Schedule 13D amended, as approved by the Court); E.ON AG v. Acciona, S.A., 468 F. Supp. 2d 537, 556 (S.D.N.Y. 2006) ("Where there has been a failure to disclose material facts in a Schedule 13D prior to the consummation of a tender offer, a preliminary injunction should ordinarily issue requiring a corrective disclosure, and if necessary, enjoining a tender offer until such disclosures have been made.") (reserving on the issue of the injunction); Taseko Mines Ltd. v. Raging River Cap., 185 F. Supp. 3d 87, 94 (D.D.C. 2016) (granting preliminary injunction based on failure to comply with Schedule 13D disclosures); Arcturus Therapeutics Ltd. v. Payne, 2018 WL 2316790, at *8 (S.D. Cal. May 22, 2018) (granting preliminary injunction, requiring certain stockholders to supplement 13D disclosures). Cf. SEC v. Murphy, 626 F.2d 633, 657 (9th Cir. 1980) (injunction granted based on Section 5 violations to "[a]ssure[] the investors' awareness of matters affecting their investment") Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 29 of 31 Page ID #:137

23 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 harm to misinformed shareholders before a vote. Bender, 439 F. Supp. 2d at 178 (granting injunction). Even so, "the injury a defendant might suffer if an injunction were imposed may be discounted by the fact that the defendant brought that injury upon itself." Novartis Consumer Health, Inc. v. Johnson & Johnson-Merck Consumer Pharms. Co., 290 F.3d 578, 596 (3d Cir. 2002); cf. Ahlman v. Barnes, 2020 WL 3547960, at *3 (9th Cir. June 17, 2020) ("Self-inflicted wounds are not irreparable injury."). This factor, too, favors Plaintiffs' emergency injunctive relief. E. The public interest favors equitable relief. The public interest likewise supports the issuance of emergency injunctive relief before the Special Meeting. The "effective enforcement of the federal securities laws promotes the public interest." Taseko Mines Ltd., 185 F. Supp. 3d at 94 (D.D.C. 2016); see also SEC v. Rind, 991 F.2d 1486, 1491 (9th Cir. 1993) (enforcement of the securities laws "vindicates public rights and furthers the public interest."); SEC v. Asset Mgmt. Corp., 456 F. Supp. 998, 1000 (S.D. Ind. 1978) (finding an "intense public interest" in the enforcement of securities laws). F. No bond is necessary. Federal Rule of Civil Procedure 65(c) provides that the "court may issue a preliminary injunction or a temporary restraining order only if the movant gives security in an amount that the court considers proper to pay the costs and damages sustained by any party found to have been wrongfully enjoined or restrained." Despite this rule, the "district court retains discretion ?as to the amount of security required, if any,'" Diaz v. Brewer, 656 F.3d 1008, 1015 (9th Cir. 2011), and it remains the burden of "the party affected by the injunction" (here, Defendants) to "present[ ] evidence that a bond is needed." Connecticut Gen. Life Ins. Co. v. New Images of Beverly Hills, 321 F.3d 878, 883 (9th Cir. 2003). The bond amount may be "zero" when there is no evidence of damage suffered from the injunction. Id. at 882. Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 30 of 31 Page ID #:138

24 PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Here, Plaintiffs are only asking for adequate disclosure under Sections 14(a) and 13(d), and Defendants suffer no damages by honoring these disclosure obligations required by federal securities laws. To the extent the Special Meeting must be postponed allowing time for the disclosures to be made, this does not change the analysis. Shareholder meetings are postponed all the time and for various reasons. During its most recent shareholder meeting on June 22, 2023, Renovaro adjourned and postponed the meeting due to a lack of quorum and rescheduled the meeting for 30 days later to be held virtually. See Form 8-K filed June 22, 2023. Furthermore, the date by which Renovaro needs to obtain shareholder approval to satisfy the conditions under the Stock Purchase Agreement is February 28, 2024, more than a month away. Without Defendants showing of actual damages related to compliance with Sections 14(a) and 13D, the Court should exercise its discretion not to require any bond. Dated: January 23, 2024 Respectfully submitted By: Megan A. Maitia Jennifer L. Williams SUMMA LLP Attorneys for Plaintiffs Weird Science LLC and William Anderson Wittekind Case 2:24-cv-00645 Document 2 Filed 01/23/24 Page 31 of 31 Page ID #:139

Exhibit 14

OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES VEDDER PRICE (CA) LLP Michael J. Quinn, Bar No. 198349 mquinn@vedderprice.com Marie E. Christiansen, Bar No. 325352 mchristiansen@vedderprice.com 1925 Century Park East, Suite 1900 Los Angeles, California 90067 T: +1 424 204 7700 F: +1 424 204 7702 Attorneys for the Board Defendants UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION WEIRD SCIENCE LLC and WILLIAM ANDERSON WITTEKIND, derivatively on behalf of RENOVARO BIOSCIENCES, INC., Plaintiffs, vs. SINDLEV, et al., Defendants. Case No. 2:24-cv-00645-HDV-MRW Hon. Hernan D. Vera OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE [Filed concurrently with Declaration of Mark Dybul] Date: January 24, 2024 Time: 3:00 p.m. Courtroom: 5B Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 1 of 38 Page ID #:161

- 2 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES INTRODUCTION Plaintiffs Weird Science LLC ("Weird Science") and William Anderson Wittekind ("Wittekind," and together with Weird Science, "Plaintiffs") seek a temporary restraining order to prevent a duly noticed January 25, 2024 Special Meeting of Shareholders of the nominal defendant Renovaro Biosciences Inc. ("Renovaro") until, among other things, the officers and directors named in this action, along with any other member of the Board of Directors (the "Board") supplement Renovaro's Definitive Proxy Statement filed on January 3, 2024, as already supplemented on January 16, 2024 (the "Proxy Statement). According to Plaintiffs, the Proxy Statement supposedly omits material facts regarding a wide variety of issues?some of which have nothing to do with the votes that will be taken at the Special Meeting and some of which Plaintiffs have known for months (if not years). As set forth herein, none of the purported omissions are material. Nor do they amount to irreparable harm to Plaintiffs. Rather, this is just the most recent in a string of tactics employed by Weird Science, Anderson, and Serhat Gumrukcu ("Gumrucku") to cause as much pain to Renovaro as possible in the hope of lining their own pockets at the expense of the other shareholders. Indeed, the procedural deficiencies alone countenance denial of Plaintiffs' requested relief. In addition, Plaintiffs inexplicably delayed filing this Ex Parte Application for Temporary Restraining Order and Order To Show Cause Why a Preliminary Injunction Should Not Issue (the "Application"). Indeed, as Plaintiffs concede, the transaction that Plaintiffs hope to block by enjoining the January 25, 2024 special meeting of Renovaro's shareholders was announced on September 29, 2023 and a preliminary proxy statement was filed on December 22, 2023. Yet Plaintiffs waited to file this Complaint and Application until January 23, 2023?two days before the scheduled vote of shareholders that would allow this transaction to close?and did so in a new forum (despite two pending actions between these parties Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 2 of 38 Page ID #:162

- 3 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES in California Superior Court and in Delaware Chancery Court). Plaintiffs' delays and forum shopping alone militate against granting the requested relief and against a finding of irreparable harm. Moreover, the balance of the equities favors denying Plaintiffs' Application. It is unclear what harm there will be to Plaintiffs, or the shareholders they purport to represent, if the vote is taken and the transaction closes as planned. In fact, all shareholders?including Plaintiffs?have benefited from over $200 million in value that the announcement of the transaction has brought to Renovaro's shares. And, if Plaintiffs are somehow able to prove that certain shares should have been disgorged, then such disgorgement can be remedied by money damages, which can take into account any increase in the value of those shares. Finally, the public interest is well served by not allowing shareholders with vendettas against a company's board of directors, management, and insiders and who are seeking to line their own pockets at the expense of other shareholders to derail a transaction duly considered and approved by the board of directors. For these reasons, and those set forth herein, Plaintiffs' Application should be denied. FACTUAL AND PROCEDURAL BACKGROUND1 Plaintiffs Weird Science and Wittekind purport to be "owners and record owners of Renovaro common stock." and claim to be able to "fairly represent the interests of Renovaro and its shareholders." Verified Stockholder Derivative Complaint (ECF Doc. 1) ("Complaint" or "Compl.") ¶ 18. Plaintiffs' claim, 1 In order to submit their Opposition prior to today's 3:00 p.m. hearing time, Defendants lacked sufficient time to prepare a Request for Judicial Notice for certain documents referenced herein. In the interest of expediency and to more fully inform the Court of the relevant issues, Defendants forewent preparation of a Request for Judicial Notice. Defendants understood, per local rules, and this Court's standing order, that they would have until 6:27 p.m. this evening to submit their opposition, which would have provided sufficient time to prepare a Request for Judicial Notice. Should the Court request that Defendants provide a such a notice, or such documents, they will do so forthwith. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 3 of 38 Page ID #:163

- 4 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES however, attempts to cover up a much more sinister and complex truth. Omitted from the 100+-page Complaint is any reference to the true relationship between the parties. In reality, Weird Science2 and Wittekind are pawns in an ongoing series of disputes that resulted from the revelation in late spring/early summer of 2022 that Gumrukcu, Weird Science's largest equity holder and a former Renovaro scientific advisor and inventor of certain technology purchased or licensed by Renovaro, was a serial fraudster, who defrauded Renovaro?among many other victims?of tens of millions of dollars so that he and his husband and business partner, Wittekind, could live a lavish lifestyle among the rich and famous.3 When Gumrukcu's fraud was uncovered, Renovaro sued Gumrukcu, Wittekind, and a number of their shell companies for breach of contract and fraud, among other claims, in California Superior Court. See First Amended Complaint, Enochian Biosciences Inc. v. Gumrukcu, et al., Case No. 22STCV34071 (Cal. Super. Ct., LA County) (the "California Superior Court Action").4 In retaliation for the California Superior Court Action, and unable to convince the California Superior Court to dismiss it or extract a multi-million dollar "settlement" from Renovaro, Weird Science and Wittekind, under the direction, control, and influence of Gumrukcu, next filed a verified complaint in Delaware Chancery Court against Renovaro, Sindlev, Abildgaard, K&L Gates, and Parker based on similar themes as those found in the Complaint: that despite the fact that Renovaro had paid Gumrukcu 2 Upon information and belief, Weird Science is exclusively owned and controlled by Wittekind and Serhat Gumrukcu ("Gumrukcu") such that Weird Science is nothing more than an alter ego and instrumentality of Wittekind and Gumrukcu. 3 Gumrukcu has also been criminally charged by the Department of Justice and stands accused of murder-for-hire of a former business associate and wire fraud related to a scheme to defraud that business associate and others in connection with certain financial transactions. See Third Superseding Indictment (ECF Doc. 69), United States v. Gumrukcu, et al., Case No. 5:22-cr-00058-gwc (U.S. D. Ct., D. Vt.). Gumrukcu is presently in federal custody awaiting criminal trial on these charges. 4 Two of the companies controlled by Wittekind and Gumrukcu are pursuing a cross-complaint against Renovaro in the California Superior Court Action. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 4 of 38 Page ID #:164

- 5 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES and his various shell companies tens of millions of dollars over the course of their relationship, all of these defendants somehow conspired to deprive Weird Science, Wittekind, and Gumrukcu of the value of their shares. See Verified First Amended Complaint ("Delaware FAC"), Weird Science LLC et al. v. Enochian Biosciences Inc., et al., C.A. No. 2023-0599-MTZ (the "Delaware Chancery Court Action"). Indeed, in the Delaware Chancery Court Action, Plaintiffs claim that they were damaged because they were not permitted to make even more money from their relationship with Renovaro (as a result of, inter alia, an alleged inability to sell shares) before Gumrukcu's fraud was discovered and Renovaro's share price dropped as a result. The Delaware Chancery Court Action and this Action are nothing more than an attempt to cause as much pain as possible in the hope of blackmailing Renovaro and its shareholders to pay over even more money for the benefit of Gumrukcu and Wittekind and to the detriment of the rest of the Renovaro's shareholders. Contrary to their assertions, and as discussed below in greater detail, Plaintiffs are motivated only by their personal interests and cannot claim to fairly represent Renovaro's shareholders. Nominal defendant Renovaro is a publicly traded Delaware corporation (NASDAQ: RENB) with a principal place of business in Los Angeles, California. Renovaro is a pre-revenue, pre-clinical biotechnology company focused on developing advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, beginning with pancreatic cancer. Declaration of Dr. Mark Dybul filed contemporaneously herewith ("Dybul Decl.") ¶ 2. Pancreatic cancer is a very deadly disease with only 5-10 percent of patients surviving 5 years. Dybul Decl. ¶ 2. Initial preclinical in vitro and proof of concept in vivo studies of Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 5 of 38 Page ID #:165

- 6 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Renovaro's immune-therapeutic approach for pancreatic cancer have demonstrated promising results. Dybul Decl. ¶ 2. Weird Science became a shareholder of Renovaro through the merger transaction that created Renovaro. See Agreement and Plan of Merger dated January 12, 2018 between and among DanDrit BioTech USA, Inc. (now known as Renovaro), DanDrit Acquisition Sub, Inc., Enochian Biopharma, Inc. and Weird Science (the "Merger Agreement"). The Merger Agreement, along with an Investor Rights Agreement dated February 16, 2018 (the "Investor Rights Agreement") and the Standstill and Lock Up Agreement dated February 16, 2018 (the "Lock Up Agreement") between and among Renovaro, RS Group ApS, and Weird Science, governed the shares Weird Science received in connection with the merger transaction. See Investor Rights Agreement; Lock Up Agreement. Subsequent to the merger transaction, upon information and belief, Weird Science distributed shares to Gumrukcu and Wittekind. The Merger Agreement provides any disputes between the parties "relating to arising out of or relating to [the Merger Agreement]" be exclusively brought in the Delaware Chancery Court. Merger Agreement, §11.10. On August 9, 2023, Renovaro disclosed that it had entered into a Letter of Intent ("LOI") to enter into a business combination with GEDi Cube Intl Ltd ("GEDi Cube"), a cutting-edge health AI company. On September 29, 2023, Renovaro disclosed that its Board of Directors had approved a Stock Purchase Agreement ("SPA") between Renovaro and GEDi Cube to acquire 100% of the equity interests of GEDi Cube from its equity holders (the "Transaction"). On December 22, 2023, Renovaro filed its Preliminary Proxy Statement and, on January 3, 2024, Renovaro filed its Proxy Statement. The Proxy Statement provided notice of a special meeting of Renovaro's shareholders to be held on January 25, 2024 (the "Special Meeting"). Since the filing of the Preliminary Proxy Statement, 10 purported shareholders of Renovaro sent demand letters (the "Demand Letters") to Renovaro relating to the Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 6 of 38 Page ID #:166

- 7 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES disclosures in the Proxy Statement, one of which attached a draft unfiled complaint from the purported stockholder. In general, the Demand Letters allege that Renovaro and/or the Board omitted or misstated material information in the Proxy Statement that was required to be disclosed to the Company's shareholders in order for them to make a fully informed decision with respect to their votes on the Share Issuance Proposal and the Transaction. The Demand Letters demanded that Renovaro immediately make corrective disclosures in an amendment or supplement to the Proxy Statement. Even though Renovaro believed the allegations in the Demand Letters were meritless and that no additional disclosure was required in the Proxy Statement, in order to avoid the potential burden, inconvenience, cost and distraction related to the allegations in the Demand Letters, and to preclude any efforts to delay the closing of the transaction, on January 16, 2024, Renovaro voluntarily amended and supplemented the Proxy Statement (the "Supplement to the Proxy Statement"). None of the 10 purported shareholders that sent the Demand Letters have responded to indicate that they remained unsatisfied by the Supplement to the Proxy Statement. On the evening of Friday, January 19, 2024, just four business days before the Special Meeting, Plaintiffs' counsel sent a letter to Renovaro demanding that Renovaro further supplement its Proxy Statement to include additional disclosures related to its Special Meeting and take a myriad of other actions. See Dybul Decl., ¶ 3 & Ex. A ("Plaintiffs' Demand Letter"). Plaintiffs threatened to enjoin the shareholder vote if Renovaro did not capitulate to their meritless demands. At no point during the nearly four months since the SPA was disclosed and the weeks since the Definitive Proxy Statement was filed, did Plaintiffs take any steps to raise the issues it ultimately raised after the close of business of Friday, January 19, 2024. Many of the issues raised in the Plaintiffs' Demand Letter were known or should have been known by Plaintiffs for months?if not years?prior to January 19, Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 7 of 38 Page ID #:167

- 8 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES 2024. Plaintiffs then waited to file their Application until after the close of business on Tuesday, January 23, 2024?just two days prior to the Special Meeting. ARGUMENT I. THE PROCEDURAL DEFICIENCIES ATTENDANT TO PLAINTIFFS' APPLICATION PRECLUDE THE ISSUANCE OF THE RELIEF REQUESTED A. Plaintiffs Have Deliberately Selected an Improper Forum for This Proceeding As a threshold matter, the Court should not even consider the Application because Plaintiffs have deliberately selected this forum in direct contravention of a contractual forum-selection clause conferring "exclusive jurisdiction and venue" over this matter in the courts of Delaware. Weird Science acquired its stock in Renovaro (then-named Enochian Biosciences) by way of a merger agreement dated January 12, 2018 by and between Weird Science, Renovaro, and other parties ("2018 Merger Agreement"). (See 2018 Merger Agreement, § 2.1.1 (providing for "Common Stock Merger Consideration"), Exhibit 1 (reflecting distribution of Common Stock Merger Consideration to, inter alia, Weird Science).) Thereafter, Weird Science distributed some of its shares in Renovaro to Wittekind from the same allotment of shares that Weird Science obtained via the 2018 Merger Agreement. The 2018 Merger Agreement contains a forum-selection provision, entitled, "Submission to Jurisdiction" that exclusively vests jurisdiction and venue in the courts of Delaware. That provision is as follows: 11.10 Submission to Jurisdiction. Subject to the provisions of Section 9.3, for the purpose of any action arising out of or relating to this Agreement brought by any Party against another Party arising out of or relating to this Agreement or any of the Transactions (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 8 of 38 Page ID #:168

- 9 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES jurisdiction and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware, and any appellate courts therefrom, (b) irrevocably waives any objection that it may now or hereafter have to the venue of any such action, dispute or controversy in any such court or that such legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) agrees that it shall not bring any legal Proceeding relating to this Agreement or the Transactions in any court other than the aforesaid courts, and (d) each of the Parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in accordance with Section 11.1. (2018 Merger Agrement, § 11.10 (emphasis added).) It is axiomatic that any shareholder's derivative suit both "arises out of" and "relates to" the plaintiff's ownership of stock in the corporation named as the (nominal) defendant. Indeed, Rule 23.1 of the Federal Rules of Civil Procedure requires that any shareholder's derivative complaint "must . . . allege that the plaintiff was a shareholder or member at the time of the transaction complained of, or that the plaintiff's share or membership later devolved on it by operation of law." Fed. R. Civ. P. 23.1(b)(1). Moreover, "forum-selection clauses covering disputes ?relating to' a particular agreement apply to any disputes that reference the agreement or have some ?logical or causal connection' to the agreement." Sun v. Advanced China Healthcare, Inc., 901 F.3d 1081, 1086 (9th Cir. 2018) (holding that forum-selection provision in Share Purchase Agreements governed subsequent tort claims brought under securities laws). Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 9 of 38 Page ID #:169

- 10 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES As such, the "Submission to Jurisdiction" provision in the contract under which Plaintiffs acquired their shares in Renovaro unquestionably applies to this civil action, where Plaintiffs are suing Renovaro (and other, related parties). As the Ninth Circuit explained in Sun: [A] forum-selection clause "should control except in unusual cases." Atlantic Marine Const. Co., Inc. v. U.S. Dist. Ct., 571 U.S. 49, 64 (2013). This result is required, according to Atlantic Marine, because a forum-selection clause "represents the parties' agreement as to the most proper forum." Id. at 63 (quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 31 (1988) ). It "may have figured centrally in the parties' negotiations and may have affected how they set monetary and other contractual terms; it may, in fact, have been a critical factor in their agreement to do business together in the first place." Id. at 66. Therefore, the "enforcement of valid forum-selection clauses, bargained for by the parties, protects their legitimate expectations and furthers vital interests of the justice system." Id. at 63 (quoting Stewart Organization, Inc. v. Ricoh Corp., 487 U.S. 22, 33 (1988) (Kennedy, J., concurring)). Sun, 901 F.3d at 1088 (parallel citations omitted). Accordingly, "exclusive jurisdiction and venue" over this action lies in only three possible courts: "[1] the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, [2] the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, [3] any federal court sitting in the State of Delaware." (2018 Merger Agreement § 11.10.) Notably absent from this list is the U.S. District Court for the Central District of California. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 10 of 38 Page ID #:170

- 11 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Thus, this Court does not even have jurisdiction over this action, and for this reason, alone, it should deny the Application. Moreover, as detailed below, Plaintiffs are well aware that Delaware is the proper forum for any such dispute?having already sued Renovaro and many of the other defendants in Delaware Chancery Court on many of the same allegations and theories, which action is currently pending. B. Plaintiffs Are Wholly Unsuitable to Serve as Derivative Plaintiffs?and Are Disqualified from Doing So?Given Their Ongoing Litigations with Renovaro in Other Courts Another threshold legal impediment to Plaintiffs' claims is that they are patently unsuitable derivative plaintiffs, and thus not even legally permitted to bring this action?much less prevail on the merits. A plaintiff who files a shareholder's derivative action is purporting to sue, in a fiduciary capacity, for the benefit of the corporation?not for his own benefit. As such, "A plaintiff in a shareholder derivative action owes the corporation his undivided loyalty. The plaintiff must not have ulterior motives and must not be pursuing an external personal agenda." Smith v. Ayres, 977 F.2d 946, 949 (5th Cir. 1992); see also Fed. R. Civ. P. 23.1(a) (a "derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of shareholders or members who are similarly situated in enforcing the right of the corporation or association"). The archetypical example of a derivative plaintiff who cannot serve as a fiduciary with undivided loyalty to the corporation is a plaintiff who is concurrently engaged in other litigation adverse to the corporation. See, e.g., Hornreich v. Plant Indus., Inc., 535 F.2d 550, 551 (9th Cir. 1976) (affirming pleading-stage dismissal of shareholder's derivative suit based upon, inter alia, "the fact that at the time the motion [to dismiss] was heard [the shareholder] was engaged in two pending actions Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 11 of 38 Page ID #:171

- 12 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES against [the corporation]"). Indeed, "The plaintiff will not fairly and adequately protect other shareholders if the plaintiff is involved in other litigation against the corporation, and the derivative suit was brought to increase plaintiff's leverage in those other cases." 5 Moore's Fed. Prac. ? Civ. § 23.1.09[5][b] (collecting cases). Here, Plaintiffs are anything but "fair and adequate" representatives?as is demonstrated by, inter alia, the multiplicity of claims currently pending between Plaintiffs and Renovaro in the Delaware Chancery Court, as well as in Los Angeles Superior Court. As discussed above, Wittekind, his husband Gumrukcu, and various companies under their control have defrauded Renovaro of millions of dollars and since October of 2022 have been defendants in the California Superior Court Action brought by Renovaro to recover its damages. (See First Amended Complaint filed in California Superior Court Action.) Additionally, in that same California Superior Court Action, two of the named entity defendants (owned and controlled by Wittekind and/or Gumrukcu) have filed a cross-complaint against Renovaro seeking declaratory relief. (See Cross-Complaint.) Further, since June of 2023, Plaintiffs Wittekind and Weird Science have been pursuing the Delaware Chancery Court Action against Renovaro and other defendants (many of whom are also named as defendants in this action). The Delaware Chancery Court Action is premised on the same baseless speculation and theories asserted in this action. In their initial complaint in the Delaware Chancery Court Action filed on June 7, 2023, Weird Science and Wittekind asserted claims against Renovaro for breach of an Investor Rights Agreement ("IRA") entered into in connection with the 2018 Merger Transaction. (See Verified Complaint, Delaware Chancery Court Action.) Rather than respond to Renovaro's argument that the unambiguous terms of the IRA and related documents precluded their claims (which they do), on December 4, 2023 Weird Science and Wittekind filed a First Amended Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 12 of 38 Page ID #:172

- 13 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Complaint in the Delaware Chancery Court Action expanding their claims against Renovaro to include as defendants Sindlev, Abildgaard, K&L Gates, and others. (See generally Delaware Chancery Court Action FAC.) In addition to the breach of contract claim, Weird Science and Wittekind assert claims for fraud, tortious interference with a contract, breach of fiduciary duty, fraudulent transfer, and declaratory relief. The allegations in the Delaware Chancery Court Action, many of which are based "upon information and belief," overlap with the allegations that underlie Weird Science and Wittekind's theories in this Action. (Compare Compl. ¶ 5 (alleging that "Renovaro's board of directors [] has engaged in a troubling pattern of authorizing transactions with insiders Rene Sindlev [], Sindlev's companies ?. Ole Abildgaard [], Abildgaard's company Paseco ApS [], and Lincoln Park Capital Fund LLC [] on terms grossly unfair to Renovaro and its stockholders"), with Delaware Chancery Court Action FAC ¶¶ 16-18, 121, 126 (substantially the same); compare Compl. ¶¶ 22, 59, 71 (alleging conflicts of interest between the Company, K&L Gates, and Lincoln Park), with Delaware Chancery Court Action FAC ¶¶ 10, 71, 76, 79, 122 (same); compare Compl. ¶ 12 (alleging Schedule 13D deficiencies on the part of RS Group and RS Bio), with Delaware Chancery Court Action FAC ¶ 94 (same); compare Compl. ¶¶ 40-42 (alleging exploitation of material non-public information by Sindlev and Abildgaard), with Delaware Chancery Court Action FAC ¶ 18 (same); compare Compl. ¶¶ 43-47, 58 (alleging misconduct by the Company with respect to the Lincoln Park ELOC transactions), with Delaware Chancery Court Action FAC ¶ 130-139 (same); Compl. ¶¶ 59, 71 (alleging breaches of fiduciary duty and conflicts of interest by K&L Gates), with Delaware Chancery Court Action FAC ¶¶ 10, 71, 76, 79, 122, 161-164 (same). Weird Science and Wittekind have yet to serve all of the Defendants in the Delaware Action, but Renovaro, K&L Gates, and Parker have notified Weird Science and Wittekind that they intend to move to dismiss the Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 13 of 38 Page ID #:173

- 14 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES meritless claims asserted against them by way of the Delaware Chancery Court Action. The similarities and overlap between this Action and the Delaware Chancery Court Action merit the question of why Plaintiffs did not seek injunctive relief in the first-filed Delaware Chancery Court Action. The answer is simple: forum shopping. In any event, the fact that Plaintiffs are already engaged in litigation against Renovaro on multiple fronts in their individual capacities renders them unsuitable to serve as derivative plaintiffs seeking to sue on behalf of Renovaro as its fiduciary. C. Principles of Compulsory Joinder and Claim-Splitting Separately Bar This Action Separate and apart from rendering Plaintiffs unsuitable to serve as derivative plaintiffs in this action, the fact that they are concurrently pursuing claims on many of the same basic theories and allegations in Delaware independently bars this action under the "claim-splitting" doctrine. See, e.g., Maldonado v. Flynn, 417 A.2d 378, 382 (Del. Ch. 1980) ("The rule against claim splitting is an aspect of the doctrine of res judicata and is based on the belief that it is fairer to require a plaintiff to present in one action all of his theories of recovery relating to a transaction, and all of the evidence relating to those theories, than to permit him to prosecute overlapping or repetitive actions in different courts or at different times."); Goureau v. Lemonis, 2021 WL 1197531, at *8 (Del. Ch. Mar. 30, 2021) ("Importantly, the rule ?eliminates the contemporaneous litigation of the same factual or legal issues in different courts.' ?Two basic principles animate the rule. First, the rule is founded upon the principle that no person should be unnecessarily harassed with a multiplicity of suits. Second, the rule is designed to prevent a litigant from getting two bites at the apple.' In short, the rule against claim splitting is designed to ?prevent burdening the same defendant with duplicative proceedings in different courts brought by the same plaintiff based Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 14 of 38 Page ID #:174

- 15 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES on different causes of action arising out of a common underlying nucleus of facts.'") (citations omitted). D. Under the Colorado River Doctrine, This Court Should Abstain From Hearing this Case in Favor of the Pending Delaware Chancery Court Action The Colorado River doctrine?whereby federal courts abstain from exercising jurisdiction in favor of pending state court actions on related matters?provides yet another independent basis on which the Court should decline even to entertain this Action. See Colorado River Water Conservation Dist. v. United States, 424 U.S. 800, 818 (1976). Under the Colorado River doctrine, there are eight factors that inform a District Court's decision of whether to dismiss or stay a federal action in favor of pending state court litigation: (1) which court first assumed jurisdiction over any property at stake; (2) the inconvenience of the federal forum; (3) the desire to avoid piecemeal litigation; (4) the order in which the forums obtained jurisdiction; (5) whether federal law or state law provides the rule of decision on the merits; (6) whether the state court proceedings can adequately protect the rights of the federal litigants; (7) the desire to avoid forum shopping; and (8) whether the state court proceedings will resolve all issues before the federal court. R.R. Street & Co., Inc. v. Transport Ins. Co., 656 F.3d 966, 978-79 (9th Cir. 2011). Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 15 of 38 Page ID #:175

- 16 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES "These factors are to be applied in a pragmatic and flexible way, as part of a balancing process rather than as a ?mechanical checklist.'" American Int'l Underwriters (Philippines), Inc. v. Continental Ins. Co., 843 F.2d 1253, 1257 (9th Cir. 1988) ("AIU") (citing Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U.S. 1, 16 (1983)). "For example, in considering the order in which jurisdiction was obtained, it is important not only to determine whether the state or the federal complaint was filed first, but also to assess how much progress has been made in the two actions." AIU, 843 F.2d at 1257 (citing Moses H. Cone, 460 U.S. at 16). Colorado River does not require that the pending state and federal actions be exactly the same; it is enough if they are "substantially similar." Nakash v. Marciano, 882 F.2d 1411, 1416 (9th Cir. 1989). Where, as here, parallel state and federal actions include related claims that all arise from the same set of facts, courts have held that the cases are "substantially similar." See Nakash, 882 F.2d at 1416. Here, as detailed above: the Delaware Chancery Court Action is "substantially similar" to the instant case; the Delaware Chancery Court acquired jurisdiction long before this case was filed, and that case is well underway; the alleged breaches of fiduciary duty and related claims that Plaintiffs are asserting against defendants in this action are governed largely, if not entirely, by state law (the law of Delaware); allowing this action to proceed will undoubtedly result in "piecemeal litigation"; there is no question that the Delaware Chancery Court can resolve the issues at hand and "adequately protect the rights of the federal litigants" (indeed, Plaintiffs, themselves, initially chose to file suit in Delaware, and that forum is mandated by the parties' contract in any event); and finally, Plaintiffs' filing of suit in this Court smacks of "forum shopping." For each of these reasons, this Court should not allow this case to proceed. R.R. Street & Co., Inc. v. Transport Ins. Co., 656 F.3d 966, 978-79 (9th Cir. 2011). Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 16 of 38 Page ID #:176

- 17 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES E. Plaintiffs' Improper Tactic of Making a Pre-Suit Demand Upon the Board and Then Immediately Filing Suit on a "Demand Futility" Theory Poses Another Absolute Bar to this Action Under Delaware Law Yet another fatal, threshold deficiency in Plaintiffs' case is that they have brazenly violated fundamental precepts of Delaware law in filing this Action, given their eleventh-hour demand upon Renovaro's board of directors for "corrective action"?followed almost immediately by this lawsuit alleging "demand futility." (See Compl., ¶¶ 114-116.) As the Delaware Supreme Court has explained: "A basic principle of the General Corporation Law of the State of Delaware is that directors, rather than shareholders, manage the business and affairs of the corporation." Spiegel v. Buntrock, 571 A.2d 767, 773 (Del. 1990) (collecting cases). "The decision to bring a law suit or to refrain from litigating a claim on behalf of a corporation is a decision concerning the management of the corporation." Id. "Consequently, such decisions are part of the responsibility of the board of directors. 8 Del.C. § 141(a)." Under Delaware law, where, as here, a shareholder seeks to sue derivatively on behalf of a corporation, the shareholder must make a choice: either (1) the shareholder must make a pre-suit demand upon the corporation's board of directors, in which case it must await the board's decision?and any such decision is entitled to judicial deference under the "business judgment rule;" or (2) the shareholder must file suit and plead particularized facts showing why demand upon the board would have been futile. The shareholder cannot do both, as Plaintiffs here have done. This scenario was squarely addressed by the Delaware Chancery Court in Dahle v. Pope, No. 2019-0136, 2020 Del. Ch. LEXIS 41 (Del. Ch. Jan. 31, 2020): Delaware's common law of corporations makes it clear that when a stockholder makes a demand upon the company board to take legal action, she is conceding that the directors are Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 17 of 38 Page ID #:177

- 18 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES able to bring their business judgment to bear to consider that demand. If the board fails to take the action demanded, and the stockholder then wishes to pursue the matter derivatively on behalf of the corporation, she cannot successfully assert that the derivative action is justified because the board is unable to consider the matter free of disabling conflict; that is the very concession the stockholder is deemed to have made by making the demand in the first instance. . . . Under Delaware law, a stockholder plaintiff bringing a derivative suit has two options: make a pre-suit demand on the board, or plead demand futility. The pre-suit demand?if properly rejected?leads to a higher pleading burden. These options are mutually exclusive: a stockholder is not permitted to have his cake and litigate it, too. Dahle, 2020 Del. Ch. LEXIS 41, at *1-4 (emphasis added) (citing Spiegel, 571 A.2d at 777; Busch ex rel. Richardson Elecs., Ltd. v. Richardson, 2018 Del. Ch. LEXIS 527, 2018 WL 5970776, at *8 (Del. Ch. Nov. 14, 2018); Solak ex rel Ultragenyx Pharm. Inc. v. Welch, 2019 WL 5588877 (Del. Ch. Oct. 30, 2019); City of Tamarac Firefighters' Pension Tr. Fund v. Corvi, 2019 Del. Ch. LEXIS 49, 2019 WL 549938, at *6 (Del. Ch. Feb. 12, 2019). The Dahle court thus dismissed the action on the pleadings, given the plaintiff's attempt to file suit shortly after making a pre-suit demand for corrective action?which is exactly what Plaintiffs here have done. This is consistent with the Delaware Supreme Court's pronouncement that, "By electing to make a demand, a shareholder plaintiff tacitly concedes the independence of a majority of the board to respond. Therefore, when a board refuses a demand, the only issues to be examined are the good faith and reasonableness of its investigation." Spiegel, 571 A.2d at 777 (emphasis added). Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 18 of 38 Page ID #:178

- 19 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Here, Plaintiffs made a pre-suit demand upon the Board in the evening of Friday, January 19, 2024?and concurrently sent a draft complaint, stating that they intended to file suit on Monday, January 22 (and indeed, proceeded to file the instant Action and Application on the evening of Tuesday, January 23). This, despite Plaintiffs' concession that, "Over the last 30 days, we have worked exhaustively on preparing these filings." (See Maitia Decl., ¶ 8.) As a matter of law, Plaintiffs' pre-suit demand constitutes a binding admission that the board is properly situated to evaluate their purported concerns. See Spiegel, 571 A.2d at 777; Dahle, 2020 Del. Ch. LEXIS 41, at *1-4. Yet, despite having been drafting their papers "over the last 30 days"?by their own admission?Plaintiffs waited until the eleventh hour to make their demand upon the Board. As detailed above, Delaware law is clear that the Board is entitled to (i) a reasonable opportunity to evaluate and investigate Plaintiffs' concerns; and (ii) deference to its business judgment in the event that it declines to take the action demanded by the derivative plaintiff. Here, Plaintiffs' civil action satisfies neither of these fundamental prerequisites to pursuing derivative relief. F. The Inadmissible Evidence Submitted by Counsel Should Be Afforded No Weight Plaintiffs have failed to support their Application with admissible evidence and the inadmissible evidence submitted should be afforded no weight. See, e.g., Moroccanoil, Inc. v. Dermorganic Lab'ys, Inc., No. CV 09-4257 CBM (PAX), 2009 WL 10675634, at *5 (C.D. Cal. Nov. 9, 2009) (denying motion for preliminary injunction and sustaining evidentiary objections directed to inadmissible evidence offered in support of motion). In fact, Plaintiffs have failed to offer any documentary evidence to support the extraordinary relief sought in their Application. Instead, Plaintiffs rely on a single declaration, from their counsel?not a fact witness?that lacks foundation and personal knowledge to support the countless assertions contained therein. This declaration goes far beyond attesting that ex parte notice was Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 19 of 38 Page ID #:179

- 20 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES given to certain defendants' counsel and ventures into the well-worn, but doomed path of conclusory factual assertions that are ultimately inadmissible. For example, Ms. Maitia references certain e-mails on which she was not the sender, recipient, or copied. Maitia Decl. ?? 12(b), (d)-(n). Ms. Maitia does not describe how she acquired these e-mails nor does she actually attach these e-mails to her declaration. This is particularly problematic given that several of the emails Ms. Maitia described are privileged attorney-client communications, but she does not explain how they came into her possession, or why the privilege should not prohibit her from referencing them. As such, Ms. Maitia has failed to set forth foundation and personal knowledge to support her description of the contents of these e-mails, the best evidence of which is of course the e-mails themselves. Fed. R. Evid. 602, 801-802, 1002. Ms. Maitia's declaration also fails to set forth foundation and personal knowledge as to Paragraph 12(c), which purports to describe Mr. Abildgaard's alleged solicitation of investors, including the number of investors and their alleged investment. Without foundation and personal knowledge, these are unsupported, conclusory assertions that are entitled to no weight. Fed. R. Evid. 602, 801-802. Any facts setting forth Ms. Maitia's personal knowledge of these, and the other, facts in her Declaration is nothing more than speculation and unsupported inadmissible hearsay that does not even approach satisfying the heavy evidentiary burden Plaintiffs must carry in order to support their Application. Fed. R. Evid. 602, 801-802. II. PLAINTIFFS HAVE NOT SATISFIED THEIR BURDEN TO OBTAIN THE EXTRAORDINARY RELIEF REQUESTED The standard for issuing a temporary restraining order is similar to the standard for issuing a preliminary injunction. See, e.g., Lockheed Missile & Space Co. v. Hughes Aircraft Co., 887 F. Supp. 1320, 1323 (N.D. Cal. 1995). Such emergency relief is an "extraordinary remedy never awarded as of right." Winter v. Nat. Res. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 20 of 38 Page ID #:180

- 21 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Def. Council, Inc., 555 U.S.7, 24 (2008). "A plaintiff seeking a preliminary injunction must establish [1] that he is likely to succeed on the merits, [2] that he is likely to suffer irreparable harm in the absence of preliminary relief, [3] that the balance of equities tips in his favor, and [4] that an injunction is in the public interest." Id. at 20. "Irreparable injury is an injury that is not remote or speculative, but actual and imminent and for which monetary damages cannot adequately compensate." Dotster, Inc. v. Internet Corp. For Assigned Names and Numbers, 296 F. Supp. 2d 1159, 1162 (C.D. Cal. 2003). The party seeking the injunction bears the burden of proving each of these elements by a "clear showing." Mazurek v. Armstrong, 520 U.S. 968, 972 (1997) (per curiam) ("[A] preliminary injunction is an extraordinary and drastic remedy, one that should not be granted unless the movant, by a clear showing, carries the burden of persuasion"). Plaintiffs fail to satisfy any of the required elements required to justify the extraordinary remedy requested in the Application. A. Legal Standards 1. Legal Standard for a Section 14(a) Claim Section 14(a) of the Securities Exchange Act of 1934 ("Section 14(a)") prohibits false and misleading claims or material omissions in a proxy statement. While Plaintiffs appear to contend that some portions of the Proxy Statement may be false, Plaintiffs' claims largely boil down to allegations that certain information has been omitted from the Proxy Statement. Neither federal securities law nor Delaware law requires a proxy statement to disclose all conceivable information related to a shareholder vote. Rather, "directors need only disclose information that is material." In re CheckFree Corp. S'holders Litig., No. 3193, 2007 WL 3262188, at *3 (Del. Ch. Nov. 1, 2007). To be actionable, "an omission must be misleading; in other words it must affirmatively create an impression of a state of affairs that differs in a material way from the one that actually Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 21 of 38 Page ID #:181

- 22 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES exists." Brody v. Transitional Hospitals Corp., 280 F. 3d 997, 1006 (9th Cir. 2002) ("No matter how detailed and accurate disclosure statements are, there are likely to be additional details that could have been disclosed but were not."). Critically, the plaintiff bears the burden of establishing that the alleged omission is material. That is, the plaintiff must "show[] a substantial likelihood that, under all the circumstances, the omitted fact would have assumed actual significance in the deliberations of the reasonable shareholder." TSC Inds. Inc., v. Northway, Inc., 426 U.S. 438, 449 (1976); Skeen v. Jo-Ann Stores, Inc., 750 A.2d 1170, 1172 (Del. 2000). An omitted fact is not material simply because a plaintiff believes that it might be "helpful" to shareholders in voting. In re 3Com S'holders Litig., No. 5067, 2009WL 5173804, at *1 (Del. Ch. Dec. 18, 2009). "[A] lenient standard for materiality poses the risk that corporations will ?bury the shareholders in an avalanche of trivial information[,] a result that is hardly conducive to informed decisionmaking.'" Skeen v. Jo-Ann Stores, Inc., No. Civ. A. 16836, 1999 WL 803974, at *4 (Del. Ch. Sept. 27, 1999) (citation omitted), aff'd, 750 A.2d 1170 (Del. 2000). It is, therefore, the duty of courts to "?guard against the fallacy that increasingly detailed disclosure is always material and beneficial disclosure.'" Abrons v. Maree, 911 A.2d 805, 813 (Del. Ch. 2006) (citation omitted). 2. Purpose of Disclosures Under Section 13(d) In their eagerness to prevent the shareholder meeting from moving forward, Plaintiffs have misconstrued the purpose of Section 13(d) of the Exchange Act. While Plaintiffs' Application correctly notes that the purpose of Section 13(d) is to "alert the marketplace to every large, rapid aggregation or accumulation of securities, regardless of technique employed, which might represent a potential shift in corporate control," Dreiling v. Am. Online Inc., 578 F.3d 995, 1002 (9th Cir. 2009), they fail to acknowledge that it "was passed in response to hostile corporate takeovers," specifically to protect investors who were facing an imminent change in Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 22 of 38 Page ID #:182

- 23 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES control of the company. Id. Indeed, In enacting § 78m(d), Congress sought to empower the common investor with adequate information regarding those seeking control of an issuer through a tender offer or other method of acquisition so that an individual investor is able to decide whether to retain or dispose of his stock. In short, there does not appear to be any indication in the language of § 13(d) that Congress intended a remedy for individual investors who were not faced with the choice of retaining or disposing of their stock in the face of an imminent change in control . . . until a large shareholder begins acquiring shares for the purpose of controlling the issuer, the rights of other shareholders are not implicated. It is only when control of the issuer is at stake that fellow stockholders are faced with decisions concerning their stock, are in need of the information required by § 13(d) to make those decisions and should have the right to secure that information to protect their investment. Edelson v. Ch'ien, 405 F.3d 620, 633 (7th Cir. 2005) (evaluating statutory language and legislative history). B. Plaintiffs Fail to Establish a Likelihood of Success on the Merits 1. The Fairness Opinion Was Appropriately Waived by the Board and the Steps Leading Up to That Decision Are Immaterial Plaintiffs haphazardly argue that Renovaro must further supplement the Proxy Statement with unnecessary information regarding the Board's appropriate business decision to waive the issuance of a fairness opinion. Section 5.65 of the Stock Purchase Agreement provides that Renovaro will use its commercially available resources to cause an investment bank to issue a fairness opinion, or "an opinion to the effect that, as of the Closing Date, the consideration to be paid to the Sellers pursuant to the terms of this Agreement is fair, from a financial point of view, to [Renovaro]." However, the Board's receipt of a fairness opinion 5 Plaintiffs incorrectly cite to "Section 5.29 of the Stock Purchase Agreement" but no such section exists. (Appl. at 8:24 - 9:1.) Presumably, Plaintiffs intended to cite to Section 5.6 of the Stock Purchase Agreement. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 23 of 38 Page ID #:183

- 24 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES was waivable under Sections 7.1 and 7.2.96 of the Stock Purchase Agreement. The Preliminary Proxy Statement issued on December 22, 2023, and the Definitive Proxy Statement issued on January 3, 2024, included the Stock Purchase Agreement as an Annexure. As such, Plaintiffs were not only aware that the fairness opinion was waivable on September 28, 2023, but they were then reminded of it again on December 22, 2023, and January 3, 2023.7 As such, it should come as no surprise that on January 10, 2024, the Board, for good reason, exercised its business judgment to waive the receipt of a fairness opinion. However, Plaintiffs waited until the eleventh hour to file their Complaint and request for TRO, asking that Renovaro further supplement its Proxy Statement to include "(a) what (if any) action the Board took before January 10, 2024 to obtain a fairness opinion; (b) how the Board justifies relying on GEDi Cube's "lack of projections" to direct Renovaro management to waive the fairness opinion when that same information was available when the Board approved the Stock Purchase Agreement with the fairness opinion covenant and closing condition the following day; and (c) the identity of the unnamed "consultant" whose hearsay "confidence" is the sole basis upon which the Board moved forward with the Stock Purchase Agreement and, in turn, deemed the financial terms of the deal fair to Renovaro. (Appl. at 10:16-24.) Simply put, matters related to the Board's waiver of the fairness opinion are 6 Plaintiffs incorrectly cite to "Section 7.29 of the Stock Purchase Agreement" but no such section exists. (Appl. at 9:1-3.) Presumably, Plaintiffs intended to cite to Section 7.2.9 of the Stock Purchase Agreement. 7 Plaintiffs also argue that the Proxy Statement is materially misleading because it does not disclose the pre-closing conversion of the Series A Preferred stock. But as noted here, the terms of the conversion, and all of the information Plaintiffs are demanding be included in the Proxy Statement, were disclosed in the 8-K filed on September 29, 2023, and the Stock Purchase Agreement itself was annexed to the Preliminary Proxy Statement and Definitive Proxy Statement. As such, Plaintiffs' Application fails to justify seeking emergency relief as to information that has been publicly available for months. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 24 of 38 Page ID #:184

- 25 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES not material. As discussed in the January 16, 2024 Proxy Statement Supplement, the Board held a meeting on January 10, 2024, wherein it determined that "due to the lack of financial projections regarding GEDi Cube, a fairness opinion would not be meaningful and directed Renovaro management to waive the closing condition." The Board exercised its business judgment to make this decision because, while the valuation report "estimated the value of GEDi to be $225 million [] due to the fact that GEDi generated no revenue and had no projections, the Renovaro Board did not give any weight to the valuation" (emphasis added) but "ultimately determined that it had a basis to move forward with the transaction given the timing and financial constraints facing the Company in the short term []" as well as its "confidence in the viability and the potential for commercialization of GEDi Cube's technology and platform." The Board's decision to waive the fairness opinion and to assign no weight to the valuation report are well within the bounds of the business judgment rule Further, as the Board did not rely on a valuation report or a fairness opinion, any omissions to such items from the Proxy Statement are not material. Plaintiff in Wayne Cnty. Employees' Ret. Sys. v. Mavenir, Inc., attempted such an argument to no avail. 2021 WL 311284, at *9?10 (D. Del. Jan. 29, 2021), report and recommendation adopted, 2021 WL 1147042 (D. Del. Mar. 25, 2021). In Wayne Cnty. Employees' Ret. Sys, Plaintiff contended defendants were obligated to update its proxy statement to describe informal employment negotiations regarding its chief executive officer. Id. However, the court held the proxy materials did not contain any material misrepresentations as the proxy materials disclosed the parties had not reached any agreement about the continuing employment of the executive officers. Id. Just as in Wayne Cnty. Employees' Ret. Sys., where the company did not reach a continuing employment agreement, Renovaro did not utilize a valuation report or fairness opinion and as such, further details on those matters are not material. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 25 of 38 Page ID #:185

- 26 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Plaintiffs' demand for the disclosure of the identity of the consultant who prepared the valuation report is similarly without merit. Even in the context of allegations of conflict of interest involving members of a Compensation Committee that approved a $10 million special cash award to the company's CEO, courts have held that the identity of such committee members was "not material to the stockholder vote on the Merger[.]" In re Solera Holdings, Inc. S'holder Litig., 2017 WL 57839, at *9 (Del. Ch. Jan. 5, 2017); see also Beebe v. Pac. Realty Tr., 578 F. Supp. 1128, 1149 (D. Or. 1984) (finding failure of proxy statement (in connection with leveraged buyout of business trust) to disclose identities of equity investors in two limited partnerships which participated in financing buyout was not a material omission). 2. Paseco Adequately Disclosed the Power to Vote Its Shares Plaintiffs' argument as to disclosures relating to the power to vote Paseco's shares is a lot of sound and fury without any substance. The Definitive Proxy Statement accurately disclosed that Paseco owns 15.09% of Renovaro's common stock, which Plaintiffs do not dispute. Rather, Plaintiffs argue without support that the Proxy Statement is nonetheless false and misleading because it does not also name Abildgaard as having the power to vote the Paseco shares. But any shareholder who is interested in learning who has the power to vote the Paseco shares can easily locate that information in Paseco's Section 13(g) disclosure, which states that Abildgaard has the power to vote the Paseco shares. Plaintiffs try to make much of the fact that the Section 13(g) disclosure states Abildgaard "shares" the power to vote rather than having the sole power to vote, but this is a distinction without a difference, particularly given that Abildgaard's "sole" power to vote could change at any time by selling or gifting any interest in Paseco. It could potentially have been reckless to disclose something that is totally outside the company's control and could change at any moment. Abildgaard's power to vote was publicly disclosed to shareholders, Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 26 of 38 Page ID #:186

- 27 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES which is all that was required. But even if Renovaro could have made the information easier to find by placing it in the Proxy Statement, Plaintiffs have completely failed to demonstrate that the disclosure being made in a Section 13(g) disclosure instead of the Proxy Statement is material. 3. Plaintiffs' Speculation and Assumptions Regarding the Consultants Retained by the Parties to the Proposed Transactions are False Plaintiffs then go on to argue that this purportedly material omission about the power to vote "becomes more significant when considered together with Paseco's accumulation of Renovaro common stock, including in connection with consulting services for the GEDi Cube transaction." But this entire argument is based on Plaintiffs' speculation, without any evidence, that the consultants identified in the Proxy Statement are "almost certainly" Paseco or Abildgaard. See Appl. at 4:15-18, 4:28-5:2, 12:3-14:3. Plaintiffs' speculation is false. Dybul Decl. ¶ 5. And Plaintiffs' additional argument that "the consultant also will be entitled to receive Earn-Out Shares" is similarly false. Section 2.2.1(b) of the Stock Purchase Agreement specifically states that the consultant will not participate in the Earn-Out. Plaintiffs also assume, again without any evidence, that the consultants identified in the Proxy Statement are all one consultant that provided services "on both sides of the Transaction." See Appl. at 13:19-20 (emphasis in the original). This assumption is also false. Dybul Decl. ¶¶ 6-7. Plaintiffs' allegations relating to the consultants were made up out of whole cloth, without any evidence, in a desperate attempt to cast doubt on the contents of the Proxy Statement. As Plaintiffs have no Rule 11 basis to make these allegations, these allegations and the theories based on them should be disregarded by the Court. Moreover, the identity of the consultants is not material to, and does not need to be disclosed in the Proxy Statement. As discussed in Section II(A)(3), supra, Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 27 of 38 Page ID #:187

- 28 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES courts have held that the identity of certain individuals in connection with a transaction were not material even where there were allegations of conflicts. See, e.g., In re Solera Holdings, Inc. S'holder Litig., at *9-12; see also Beebe v. Pac. Realty Tr., 578 F. Supp. at 1149 (finding failure of proxy statement (in connection with leveraged buyout of business trust) to disclose identities of equity investors in two limited partnerships which participated in financing buyout was not a material omission). Such holdings are based off the prudence that that "a lenient standard for materiality poses the risk that corporations will ?bury the shareholders in an avalanche of trivial information[,] a result that is hardly conducive to informed decisionmaking.'" Skeen v. Jo-Ann Stores, Inc., 1999 WL 803974, at *4 (Del. Ch. Sept. 27, 1999) (citation omitted), aff'd, 750 A.2d 1170 (Del. 2000). As such, courts "?guard against the fallacy that increasingly detailed disclosure is always material and beneficial disclosure.'" Abrons v. Maree, 911 A.2d 805, 813 (Del. Ch. 2006) (citation omitted). 4. Plaintiffs Fail to Show that Disclosures Made Under Section 13 Are Not Compliant8 a. Paseco and Abildgaard Are In Compliance with the Applicable Section 13 Requirements Plaintiffs' argument with respect to Paseco's and Abildgaard's failure to file a Section 13(d) disclosure is nothing more than a red herring. Plaintiffs acknowledge in their application that Paseco did file a Section 13(g) disclosure reporting Paseco's and Abildgaard's beneficial ownership of 13.9% of Renovaro's common stock. Plaintiffs still try to take issue with this accurate disclosure of Paseco's and 8 Plaintiffs are seeking injunctive relief as to Paseco, Abildegaard, Ree, Christensen and their holding companies, but while these shareholders are named defendants in the Complaint, they inexplicably were not named in Plaintiffs' Application. By implicating the rights and obligations of these defendants without naming them in the Application, Plaintiffs are attempting to obtain an ex parte TRO without notice under Federal Rule of Civil Procedure 65(b), but without complying with the requirements of that Rule. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 28 of 38 Page ID #:188

- 29 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Abildgaard's ownership, however, arguing that they should have filed a Section 13(d) disclosure instead. But Plaintiffs fail to demonstrate or even attempt to explain how they would be irreparably harmed by the disclosure of Paseco and Abildgaard's ownership in a Section 13(g) disclosure as opposed to a Section 13(d) disclosure of that same ownership. As discussed above in Section II.A.2, the purpose of Section 13(d) is to prevent undisclosed takeovers and shareholders from secretly amassing large blocks of shares to effectuate control. None of these concerns are present here. Plaintiffs have not alleged, let alone carried their burden of proof for a TRO or preliminary injunction, that a change of control of the company was imminent. Indeed, this proposed transaction would effectively cut in half Abildgaard's, and all other shareholders', ownership share. Ignoring these fundamental points, Plaintiffs instead assert (without any evidentiary support) that Abildgaard "repeatedly asserted management authority over or acted with the purpose or effect of changing or influencing the control of Renovaro." Specifically, Plaintiffs claim that Abildgaard's assistance with tasks like emailing the agenda for a Renovaro board meeting and advising on the wording of a company announcement somehow proves that he was exerting control over the company. But these discrete tasks performed on behalf of executives and the board while Abildgaard was employed as a consultant do not constitute the type of influence or control of the company contemplated by Section 13(d), nor would requiring a Section 13(d) disclosure on this basis advance its objective of protecting shareholders facing the threat of an imminent change in control of the company. Plaintiffs cite no authorities to support their argument that the types of actions taken by Abildgaard require him to make disclosures under 13(d), presumably because there are none. Moreover, under Rule 13(d-1(c)), the term Passive Investor (making one eligible to file a Section 13(g) disclosure) includes shareholders beneficially owning more than 5% of the class of registered securities and who can certify that the Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 29 of 38 Page ID #:189

- 30 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES securities were not acquired or held for purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. This is the standard for eligibility for an investor to file a Section 13(g) disclosure. The company has no authority to disregard Abildgaard's certification and it certainly should not be disregarded based on arguments from counsel for an unrelated shareholder. b. Sindlev, RS Group and RS Bio Are In Compliance Plaintiffs also take issue with Sindlev's, RS Group's and RS Bio's Section 13(d) disclosures, claiming they have not been timely amended. Any such deficiency was cured when Sindlev, RS Group and RS Bio filed an amended Section 13(d) disclosure on January 24, 2024.9 By Plaintiffs' own admission, this issue is now moot. (App. at 6 (arguing defendants should be enjoined "until each of them files the required Schedule 13D(s) and the required amendments").) c. Ree, Christensen and Their Holding Companies Are Not Under Renovaro's Control Plaintiffs' inclusion of Ree, Christensen, and their holding companies underscores the baselessness of their Application. Plaintiffs' purported need for emergency relief is based on disclosures and failures to amend that occurred between six and seven years ago. Specifically, they claim that Ree's Section 13(d) disclosure from nine years ago was not timely amended as demonstrated by a 10-K filed in 2017. They then go on to argue that Christensen became a beneficial owner of 12.29% of Dandrit's common stock in 2016, but never filed a Rule 13 disclosure.10 Clearly there is no reason to seek emergency relief as to disclosures that are several 9 https://www.sec.gov/edgar/browse/?CIK=1527728&owner=exclude 10 Neither Christensen nor any of his entities even appear on Renovaro's shareholder list today, so the company has no knowledge of whether or not they still hold any shares. Dybul Decl. ¶ 8. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 30 of 38 Page ID #:190

- 31 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES years old, and to which Plaintiffs had never taken issue before the Proxy Statement and shareholder vote. Moreover, Plaintiffs do not cite any authorities in which a company was enjoined from proceeding with a shareholder vote because two shareholders failed to comply with their disclosure obligations under Section 13. Renovaro does not have control over Ree, Christensen and their holding companies, and thus cannot force them to file compliant disclosures. The company should not be enjoined based on the actions of third parties over whom it has no control. C. Plaintiffs Fail to Demonstrate Irreparable Harm Plaintiffs are not entitled to the relief requested here because they have failed to establish that they will suffer irreparable harm absent an injunction. As set forth above, because none of Plaintiff's disclosure claims have merit, it cannot show irreparable harm. McMillan v. Intercargo Corp., 1999 WL 288128, at *4 (Del. Ch. May 3, 1999). But Plaintiffs' claim of irreparable harm also fails because they have not demonstrated that monetary remedies would be inadequate, and their unreasonable delays in bringing this Application prove that there is no risk of irreparable harm. Although Plaintiffs bear the burden of proof on this issue, rather than make an individualized showing of irreparable harm, they have simply asserted that the inability of a shareholder to make an informed vote is an irreparable harm. But, contrary to what Plaintiffs argue, there is no per se rule that the risk of a shareholder vote based on allegedly inadequate disclosures in a proxy establishes a likelihood of irreparable harm. Following the Supreme Court's decision in eBay Inc. v. MercExchange, LLC, 547 U.S. 388 (2006), which "rejected invitations to replace traditional equitable considerations with a rule that an injunction automatically follows . . . .", federal district courts routinely reject the position advocated by Plaintiffs that an uninformed shareholder vote constitutes irreparable harm. See Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 31 of 38 Page ID #:191

- 32 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Masters v. Avanir Pharma., Inc., 996 F. Supp. 2d 872, 885 (C.D. Cal. 2014) ("federal courts have rejected the per se rule advocated by Plaintiff?that denying stockholders their right to cast an informed vote constitutes irreparable harm."); Silberstein v. Aetna Inc., 2014 WL 1388790, at *3 (S.D.N.Y. Apr. 9, 2014) ("plaintiff cannot rely on a presumption of irreparable harm flowing from the violations he alleges?he must make a separate showing of irreparable harm"); Erickson v. Hutchinson Tech., Inc., 2016 WL 310729, at *6 (D. Minn. Jan. 26, 2016) (rejecting argument that "shareholders will suffer irreparable harm because they will be denied the opportunity to cast informed votes"); Malon v. Franklin Fin. Corp., 2014 WL 6791611, at *3 (E.D. Va. Dec. 2, 2014) (same); Calleros v. FSI Int'l, Inc., 892 F. Supp. 2d 1163, 1172 (D. Minn. 2012) (same). TROs and preliminary injunctions are extraordinary remedies that require actual proof of irreparable harm that cannot be redressed by any other legal or equitable remedy before they will issue. Plaintiffs' conclusory assertions that their allegedly uninformed vote constitutes irreparable harm is not sufficient. Moreover, Plaintiffs' unreasonable delay in filing their Application proves that there will be no irreparable harm here if the shareholder vote proceeds as scheduled. For example, several of Plaintiffs' claims are based on the terms of the Stock Purchase Agreement which was disclosed to shareholders on September 29, 2023, then attached again to the Preliminary Proxy Statement and Definitive Proxy Statement, yet Plaintiffs did not take issue with any of its terms for months. And the Preliminary Proxy Statement was filed on December 22, 2023, the Definitive Proxy Statement was filed on January 3, 2024, and the Supplement to the Proxy Statement was filed on January 16, 2024, yet Plaintiffs did not raise any of the purported disclosure issues until the evening of Friday, January 19, 2024. Plaintiffs' counsel's declaration states that she and her co-counsel "have been investigating the issues raised in this derivative complaint and ex parte application for several months," Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 32 of 38 Page ID #:192

- 33 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES Maitia Decl. ¶ 3, yet she does not explain why they waited to file the TRO Application and sought a hearing with the Court only the day before the scheduled shareholder vote. Plaintiffs' months-long silence and investigation undermines any claim that irreparable harm is imminent and can only be remedied by injunctive relief. D. The Balance of Equities Weighs Against Injunctive Relief In conceding that postponing the Special Meeting "?would not come without cost' to Defendants," Plaintiffs first proceed to incorrectly assert that such cost should be discounted because it is a "self-inflicted wound." (Appl. at 22:16 - 23:7.) However, as discussed supra, the requirements to file forms 13(d) and 13(g) fall on individual shareholders, not Renovaro. As such, any alleged shortcoming with those disclosures is not a "self-inflicted wound." While Weird Science takes issue with certain shareholders allegedly failing to file certain disclosure forms, Weird Science only just filed its very first 13(d) form in May 2023, even though Weird Science was issued its shares on February 16, 2018, and Renovaro records reflect that Weird Science voted at three shareholder meetings since that date.11 Second, Plaintiffs downplay the harm Renovaro would suffer from an injunction, stating Renovaro "will suffer no cognizable harm from an injunction." (Appl. at 22:11.) However, courts have recognized that "enjoining a complex and time sensitive transaction such as this will at a minimum create uncertainty and delay," which "could jeopardize the transaction itself." Orlando v. CFS Bancorp, Inc., No. 2:13-CV-261 JD, 2013 WL 5797624, at *6 (N.D. Ind. Oct. 28, 2013); Gottlieb v. Willis, No. 12-CV-2637 PJS/JSM, 2012 WL 5439274, at *7 (D. Minn. Nov. 7, 2012) ("[I]t is difficult to justify the extraordinary remedy of a preliminary injunction of a complex transaction affecting thousands of people?including hundreds of employees of [target and acquirer]?on the strength of a single shareholder's complaint and in the absence of any evidence that the sought-after 11 Company records show Weird Science voted at shareholder meetings on June 24, 2020, March 5, 2021, and March 14, 2022. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 33 of 38 Page ID #:193

- 34 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES information has any practical value to her or any other shareholder."). In fact, this risk is not simply abstract but concrete. The Stock Purchase Agreement specifically allows for GEDi Cube to halt the merger should there be an "Order (whether temporary, preliminary, or that permanent) that . . . has the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions . . . ." (7.1.3 of SPA). Accordingly, granting an injunction would jeopardize the entire deal leading to further uncertainty. Most importantly, such uncertainty would jeopardize the success of Renovaro's critical cancer therapy and treatment pipelines.12 But additionally, this uncertainty would affect Renovaro's existing business relations, employee morale, and shareholder value. Contrasted with the great harm that Renovaro, and others, would suffer if there were an injunction, Plaintiffs would suffer no harm. While Plaintiffs blankly contend that an uniformed shareholder vote is "often considered an irreparable harm[,]" they fail to explain what harm exactly would be suffered.13 Additionally, any alleged harm that Plaintiffs would suffer is self-inflicted as a result of them sitting on their hands until past the eleventh hour to file their Complaint and Application despite having known of this transaction for weeks and months. Courts have found that a plaintiff sitting idly on their claims tends to negate any harm suffered to them. Galaton v. Johnson, No 5:11-CV-397-D, 2011 WL 9688271, at *2 (E.D.N.C. Aug. 17, 2011) ("In light of [the plaintiff's] dilatory approach in this case ?, the court finds that the balance of equities do not favor [him]. [The plaintiff] has been aware of the facts forming the basis of his claims for months, yet waited until the fifty-ninth minute of the eleventh hour to seek an 12 Specifically, Renovaro expects to begin clinical trials later this year for its leading drug candidate to treat pancreatic cancer. 13 As explained in more detail below, the announcement of the Stock Purchase Agreement has benefited all shareholders. Renovaro stock price went from an all-time low of $.39 per share before the announcement of the Stock Purchase Agreement to a current price of nearly $5.00 per share. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 34 of 38 Page ID #:194

- 35 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES extraordinary equitable remedy. [The plaintiff's] proposed preliminary injunction would disrupt [the] scheduled shareholder meeting to vote on the merger agreement and thereby prejudice [the company] and the public. [The plaintiff] could have avoided this disruption with a prompt challenge?.Equity need not and will not provide a balm for [the plaintiff's] self-inflicted wound.") Therefore, the balance of the equities weighs strongly in favor of allowing the Special Meeting to proceed according to schedule. E. An Injunction Is Not in the Public Interest No public interest would be served by the issuance of a preliminary injunction or further disclosures (to an already compliant proxy statement) of information that (1) has already been disclosed; or (2) is not material. All on the eve of a long-scheduled stockholder vote nonetheless. Plaintiffs point to the public interest of the effective enforcement of the federal securities law. (Appl. at 23:9-12.) Mind you, these are the very same security laws that Weird Science failed to comply with all while voting at three shareholder meetings. Thus such protestations ring hollow. On the one hand, "public policy favor[s] competitive freedom outweigh[ing] any purported harm to the moving party for purposes of granting injunctive relief." Dixon v. Cost Plus 2012 U.S. Dist. LEXIS 90854, at *34 (N.D. Cal. June 27, 2012). "As such, requests for injunctions against [merger agreements] are frequently denied ...." Id.; Jewel Cos. v. Pay Less Drug Stores Nw., Inc., 510 F. Supp. 1006, 1010 (N.D. Cal. 1981) (denying motion for preliminary injunction and noting "the public policy favoring competitive freedom outweighs any purported harm to the moving party for purposes of granting injunctive relief"). Additionally, "there is a significant public interest in giving parties to potential mergers confidence that courts will not enjoin such mergers where the requisite showings that support preliminary injunctive relief are absent." Litwin v. OceanFreight, Inc., 865 F. Supp. 2d 385, 401-02 (S.D.N.Y. 2011). Enjoining this transaction based on "plaintiff's unpersuasive claims of legal Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 35 of 38 Page ID #:195

- 36 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES deficiencies would needlessly call into question whether other, future business transactions will similarly be disrupted while in progress." Id. at 402. Therefore, strong public interests weigh against this Court granting an injunction. III. A TRO SHOULD NOT BE GRANTED UNLESS PLAINTIFFS POST A SUBSTANTIAL BOND For all of the reasons stated above, the Court should deny Plaintiffs' Application. However, if the Court were to consider granting such relief, it should only do so if Plaintiffs post a bond sufficient to protect the other shareholders against the harm that will ensure if the Shareholder Meeting is delayed. Under Rule 65(c), "[t]he court may issue a preliminary injunction ... only if the movant gives security in an amount that the court considers proper to pay the costs and damages sustained by any party found to have been wrongfully enjoined or restrained." Fed. R. Civ. P. 65(c). The purpose of an injunction bond is to "(1) to discourage parties from requesting injunctions based on tenuous legal grounds; and (2) to assure judges that defendants will be compensated for their damages if it later emerges that the defendant was wrongfully enjoined." Sionix Corp. v. Moorehead, 299 F. Supp. 2d 1082, 1086 (S.D. Cal. 2003). If the Court determines that a TRO is warranted here, a substantial bond is required. If the proposed transaction were to fail, the market price of Renovaro's stock could return to?or fall below?its publicly-traded price prior to the announcement of the merger and Renovaro's shareholders could be deprived of a premium of more than $250 million. The difference between Renovaro's unaffected share price on August 8, 2023 ($0.85), the day before the entry into the letter of intent for the proposed transaction was announced, and the share price as of the close of the markets yesterday ($4.65), is $3.80 per share. Thus, if the proposed transaction were to fail, shareholders would face a potential loss of over $250 million. Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 36 of 38 Page ID #:196

- 37 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES If the Court grants Plaintiffs' Application, any relief should be conditioned on Plaintiff posting a bond of no less than $50 million in order to protect to shareholders on whose behalf Plaintiffs purport to act. If Plaintiffs are unwilling or unable to do so, the Application should be denied. CONCLUSION Plaintiffs' numerous procedural missteps preclude the availability of the requested TRO. Moreover, Plaintiffs present no admissible evidence in support of their Motion. They have not established a likelihood of success on the merits or a likelihood of irreparable harm. Moreover, the balance of the harms and public policy all weigh against enjoining the Shareholder Meeting. For these reasons, Plaintiffs' Application should be denied in its entirety. If, however, relief is granted, it should be conditioned on Plaintiff posting a bond of at least $50 million. Dated: January 24, 2024 VEDDER PRICE (CA), LLP By: /s/ Michael J. Quinn Michael J. Quinn Marie E. Christiansen Attorneys for Director Defendants Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 37 of 38 Page ID #:197

- 38 - OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VEDDER PRICE (CA), LLP ATTORNEYS AT LAW LOS ANGELES CERTIFICATE OF SERVICE I hereby certify that on January 24, 2024, I caused to be electronically filed a true and correct copy of the foregoing with the Clerk of Court using the CM/ECF system and that all counsel of record will be served via the Notice of Electronic Filing generated by CM/ECF. /s/ Michael J. Quinn . Michael J. Quinn Case 2:24-cv-00645-HDV-MRW Document 9 Filed 01/24/24 Page 38 of 38 Page ID #:198

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DECLARATION OF DR. MARK DYBUL UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION WEIRD SCIENCE LLC and WILLIAM ANDERSON WITTEKIND, derivatively on behalf of RENOVARO BIOSCIENCES, INC., Plaintiffs, vs. SINDLEV, et al., Defendants. Case No. [CASE NUMBER] [JUDGE] DECLARATION OF DR. MARK DYBUL IN SUPPORT OF OPPOSITION TO EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE [Filed concurrently with (1) Opposition to Ex Parte Application for Temporary Restraining Order and Order To Show Cause Why a Preliminary Injunction Should Not Issue] Date: [DATE] Time: [TIME] Courtroom: [COURTROOM] Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 1 of 8 Page ID #:199

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 DECLARATION OF DR. MARK DYBUL DECLARATION OF DR. MARK DYBUL I, Dr. Mark Dybul, in my capacity as Director and Chief Executive Officer of Renovaro Biosciences Inc. ("Renovaro"), hereby declare as follows: 1. I am a Director and the Chief Executive Officer of Renovaro Biosciences Inc. Unless otherwise stated, I have personal knowledge of the facts set forth herein and could and would testify competently thereto if called upon to do so. I make this declaration in support of the Opposition to the Ex Parte Application for a Temporary Restraining Order and Order To Show Cause Why a Preliminary Injunction Should Not Issue. 2. Renovaro is a pre-revenue, pre-clinical biotechnology company focused on developing advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, beginning with pancreatic cancer. Pancreatic cancer is a very deadly disease with only 5-10 percent of patients surviving 5 years. Initial preclinical in vitro and proof of concept in vivo studies of Renovaro's immune-therapeutic approach for pancreatic cancer have demonstrated promising results. 3. On Friday, January 19, 2024, at 5:26 p.m. ET, I received an e-mail from Megan A. Maitia, who I understand to be counsel for Weird Science LLC and William Anderson Wittekind, attaching a Demand for Corrective Action. A true and accurate copy of the Demand for Corrective Action is attached hereto as Exhibit A. 4. It is my understanding that Weird Science LLC ("Weird Science") voted at the shareholder meetings on June 24, 2020, March 5, 2021, and March 14, 2022. I further understand that Renovaro's books and records reflect that Weird Science executed a written consent of a majority of shareholders on October 31, 2019. Despite the transaction that resulted in Weird Science becoming a shareholder in Renovaro closing on February 16, 2018, I understand that Weird Science filed their very first Form 13D on May 19, 2023. 5. Neither Paseco ApS, nor Ole Abildgaard is the "Consultant" identified in Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 2 of 8 Page ID #:200

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 DECLARATION OF DR. MARK DYBUL the Stock Purchase Agreement. 6. Neither Paseco ApS, nor Ole Abildgaard is the consultant that prepared the valuation report obtained by GEDi Cube. 7. The consultant that advised Renovaro in connection with its proposed acquisition of GEDi Cube is not the same consultant that prepared the valuation report obtained by GEDi Cube. 8. Torben Bjorn Christensen, Po-Ma Invest ApS, and TBC Invest A/S no longer appear on Renovaro's shareholder list so Renovaro has no knowledge of whether or not they still hold any shares. I DECLARE UNDER THE PENALTY OF PERJURY THAT THE FORGOING IS TRUE AND CORRECT. EXECUTED ON JANUARY 24, 2024. Dr. Mark Dybul Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 3 of 8 Page ID #:201

Exhibit A Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 4 of 8 Page ID #:202

SUMMA LLP 1010 Sycamore Ave. Unit 117 South Pasadena, CA 91030 www.summaLLP.com Megan A. Maitia megan@summaLLP.com (213) 260-9452 (direct) (213) 835-0939 (fax) January 19, 2024 BY EMAIL AND CERTIFIED MAIL Board of Directors Renovaro Biosciences Inc. 2080 Century Park East, Suite 906 Los Angeles, CA 90067 Attention: René Sindlev, Chairman Mark Dybul, CEO and Director Re: Demand for Corrective Action Dear Board Members: My firm represents Weird Science LLC, a California limited liability company (Weird Science) and William Anderson Wittekind (Wittekind) in their capacity as stockholders of Renovaro Biosciences Inc., a Delaware corporation formerly known as Enochian Biosciences Inc. (Renovaro or the Company). Weird Science and Wittekind have been and remain record stockholders of the Company at all times described in this correspondence. On behalf of Weird Science and Wittekind, I write to demand that the Company's Board of Directors (Board) take the following immediate corrective action to address the misconduct and corporate wrongdoing described in the attached draft Verified Derivative Stockholder Complaint. I also demand that the Board correct the disclosure deficiencies described in Nos. 13-21 below before the special meeting of stockholders noticed for January 25, 2024 (Special Meeting) (recognizing that this may require the Board to postpone the Special Meeting). Given the irreparable harm to all Renovaro stockholders if the Board proceeds with the Special Meeting without correcting the disclosure deficiencies, unless we hear from you and agree otherwise, my firm will file the attached draft Verified Derivative Stockholder Complaint before the close of business on Monday, January 22, 2024. We will simultaneously apply ex parte for an emergency Temporary Restraining Order containing the relief described in Nos. 13-21 below. Requested Corrective Action 1. Disgorge $904,625 from RS Bio ApS (RS Bio) and/or René Sindlev (Sindlev) to recover an ill-gotten paper profit resulting from the exploitation of material nonpublic information (MNPI) in connection with the Company's sale to RS Bio of 70,126 shares Series A Preferred Stock and warrants to purchase 350,630 shares of common stock at $0.65 per share on August 1, 2023. 2. Disgorge $4,432,685 from Paseco ApS (Paseco) and/or Ole Abildgaard (Abildgaard) to recover an ill-gotten paper profit resulting from the exploitation of material nonpublic information (MNPI) in connection with the Company's sale of 343,619 shares Series A Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 5 of 8 Page ID #:203

Re: RENB Demand for Corrective Action Renovaro Board of Directors January 19, 2024 Page 2 Preferred Stock and warrants to purchase 1,718,095 shares of common stock shares at $0.65 per share on August 1, 2023. 3. Disgorge 162,858 shares of Series A Preferred Stock and warrants to purchase 814,290 shares of common stock at $0.65 per share from Paseco to recover the ill-gotten conversion of such securities resulting from the exploitation of MNPI in connection with the "conversion" of $2,000,000 of secured debt of Paseco into 280,505 shares of Series A Preferred Stock and warrants to purchase 1,402,525 shares of common stock at $0.65 per share on August 1, 2023. 4. Disgorge $128,947 from Sindlev to recover an ill-gotten paper profit resulting from the exploitation of MNPI in connection with the Company's issuance of a spring-loaded stock option to purchase 131,579 shares of common stock at $0.57 per share on July 30, 2023. 5. Disgorge 316,129 shares of common stock from Paseco and/or Abildgaard to recover the ill-gotten receipt of such shares resulting from the exploitation of MNPI in connection with the issuance of such shares on July 28, 2023 in exchange for consulting services valued at $285,000. 6. Disgorge 332,904 shares of common stock and warrants to purchase 283,794 shares of common stock at an exercise price of $0.53 from Paseco to recover the ill-gotten receipt of such shares on June 26, 2023 in exchange for a $300,822 interest payment that was payable on May 30, 2023 in cash or shares of common stock at $0.94 per share, which ill-gotten receipt resulted from the exploitation of MNPI. 7. Disgorge 151,357 shares of common stock and warrants to purchase 75,679 shares of common stock at an exercise price of $0.53 from Paseco to recover the ill-gotten receipt of such securities on June 26, 2023 in exchange for interest on debt that never accrued and was unearned (i.e., free securities for no consideration). 8. Without duplication of the disgorgement referenced in 7 above, disgorge 112,680 shares of common stock from Paseco to recover the ill-gotten receipt of such shares on June 26, 2023 in exchange for payment in kind (PIK) interest on debt that never accrued and was unearned (i.e., free shares for no consideration). 9. Disgorge 15,946 shares of common stock from Paseco Abildgaard to recover the ill-gotten receipt of such shares on or about February 16, 2023 resulting from a backdated price in exchange for PIK interest in exploitation of MNPI. 10. Disgorge 70,000 shares of common stock from Paseco and/or Abildgaard to recover the ill-gotten receipt of such shares upon conversion of restricted stock units (RSUs) (or disgorge the dollar equivalent of such RSUs, plus interest) of which Paseco and/or Abildgaard were ineligible to receive under the Company's 2019 Equity Incentive Plan. 11. Disgorge all ill-gotten profits from Lincoln Park Capital Fund LLC (Lincoln Park) resulting from the exploitation of MNPI in connection with the equity line of credit between the Company and Lincoln Park dated July 8, 2020. 12. Commence a legal action against K&L Gates LLP and Clayton E. Parker for legal malpractice due to their exploitation of conflicts of interest with Sindlev, RS Group ApS, RS Bio, Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 6 of 8 Page ID #:204

Re: RENB Demand for Corrective Action Renovaro Board of Directors January 19, 2024 Page 3 Abildgaard, Paseco and Lincoln Park in violation of applicable ethical rules of professional responsibility and the Company code of ethics seeking (a) compensatory damages for any failure by the Corporation to recover the cash and securities for which the Company is entitled to disgorgement under 1-11 above; and (b) punitive damages for defiantly ignoring the conflicts of interest and the harm caused to the Company and its stockholders. 13. Supplement the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 3, 2024 (Proxy Statement), as supplemented on January 16, 2024 (Proxy Statement Supplement) to include disclosure of what steps (if any) the Company took between September 28, 2023 and January 10, 2024 to obtain the fairness opinion referenced in Section 5.29 of the Stock Purchase Agreement dated September 28, 2023 between the Company and the shareholders of GEDi Cube Intl Ltd party thereto (GEDi Cube). 14. Supplement the Proxy Statement to include disclosure of the identity of the consultant who delivered the GEDi Cube valuation report referenced in the Proxy Statement Supplement. 15. Supplement the Proxy Statement to include disclosure of the basis for the Board's reliance on hearsay from Mark Dybul that the consultant referenced in 14 above "had confidence in the viability of and the potential for commercialization of GEDi Cube's technology and platform", as referenced in the Proxy Statement Supplement. 16. Supplement the Proxy Statement to include disclosure that Ole Abildgaard has the sole power to vote and the sole power to dispose of the Company's securities owned by Paseco, as disclosed in the table under the caption "Principal Stockholders of Renovaro" and footnote 14 thereto. 17. Supplement the Proxy Statement to include disclosure that Paseco was the consultant who received 1,000,000 shares of the Company's common stock as payment of consulting fees in connection with the transactions contemplated by the Stock Purchase Agreement, as referenced on page 135 of the Proxy Statement. 18. Supplement the Proxy Statement to include disclosure of the identity of the "Consultant" referenced in Section 2.2 of the Stock Purchase Agreement. 19. Supplement the Proxy Statement to modify the disclosure under the caption "Exchange Consideration" on page 130 to (a) reflect that the Series A Preferred Stock will automatically convert into common stock immediately prior to the closing under the Stock Purchase Agreement pursuant to Sections 6(a)(ii) and 6(b)(ii) of the Certificate of Designations governing the Series A Preferred Stock; (b) include the GEDi Cube shares that will be issued to the Consultant referenced in 19 above pursuant to Section 4.6 of the Stock Purchase Agreement; and (c) modify the share numbers and dollar amounts in the table to give effect to the modifications referenced in (a) and (b). 20. Supplement the Proxy Statement to include disclosure that (a) none of the voting securities held by Sindlev, RS Group, RS Bio, Paseco, Abildgaard, Karsten Ree, Karsten Ree Holding I ApS, Karsten Ree Holding B ApS, Torben Bjorn Christensen, Po-Ma Invest ApS or TBC Invest A/S will be counted at the special meeting of stockholders contemplated by the Proxy Statement (Special Meeting) either directly or by proxy and either for purposes of a quorum or Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 7 of 8 Page ID #:205

Re: RENB Demand for Corrective Action Renovaro Board of Directors January 19, 2024 Page 4 the votes cast on any proposal, unless and until the applicable persons comply with the filing requirements of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the 1934 Act) and the rules promulgated thereunder; (b) none of the shares held by Paseco or Abildgaard that that are subject to disgorgement (see 3, 5, 6, 7, 8, 9 and 10 above) will be counted at the Special Meeting either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal. 21. Instruct the inspector appointed to act at the Special Meeting pursuant to Section 231 of the Delaware General Corporation Law that (i) none of the voting securities referenced in clause (a) of 20 above will be counted at the Special Meeting (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal) unless and until the applicable persons comply with the filing requirements of Sections 13(d) or 13(g) of the 1934 Act and the rules promulgated thereunder; and (ii) none of the shares referenced in clause (b) of 20 above will be counted at the Special Meeting (either directly or by proxy and either for purposes of a quorum or the votes cast on any proposal). The grounds for the corrective actions demanded above are set forth in the Verified Derivative Stockholder Complaint accompanying this letter. Sincerely, Megan Maitia Summa LLP cc: William Anderson Wittekind Patrick T. McCloskey Christopher Valente Steven L. Caponi Clayton Parker Erin Fogarty Case 2:24-cv-00645-HDV-MRW Document 9-1 Filed 01/24/24 Page 8 of 8 Page ID #:206

Exhibit 15

Page 1 of 2 CIVIL MINUTES ? GENERAL Initials of Deputy Clerk WH UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES ? GENERAL Case No. 2:24-cv-00645-HDV-MRW Date January 24, 2024 Title Weird Science LLC, et al. v. Rene Sindlev, et al. Present: The Honorable Hernán D. Vera, United States District Judge Wendy Hernandez Not Reported Deputy Clerk Court Reporter Attorney(s) Present for Plaintiff(s): Attorney(s) Present for Defendant(s): None Present None Present Proceedings: (IN CHAMBERS) ORDER DENYING PLAINTIFFS' EX PARTE APPLICATION FOR A TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE [2] On January 23, 2023, Plaintiffs Weird Science LLC and William Anderson Wittekind filed a derivative suit on behalf of the shareholders of Renovaro Biosciences, Inc. ("Renovaro") against the company's Board and Officers, various Renovaro investors, and Renovaro's outside counsel. Complaint [Dkt. No. 1]. Plaintiffs allege several securities law violations, breach of fiduciary duty, corporate waste, and other claims relating to Renovaro's impending acquisition of the company GEDi (the "Acquisition"). On the very eve of a shareholder meeting scheduled for January 25, 2024, Plaintiffs ask this Court to enjoin the Renovaro Board from holding shareholder votes relating to the Acquisition, prohibit the counting of votes by shareholders who are allegedly out compliance with securities disclosure requirements, and mandate that Renovaro make further disclosures to the shareholders. Plaintiffs' Ex Parte Application for a Temporary Restraining Order ("Application") [Dkt. No. 2]. Plaintiffs allege that Renovaro's Proxy Statement and its Proxy Statement Supplement contain false and misleading statements in violation of Section 14(a) of the Exchange Act. Specifically, Plaintiffs take issue with Renovaro's failure to identify an unnamed consultant referenced in the Proxy Statement and alleged failure to provide adequate detail about the Board's decision to waive a condition of closing in the Stock Purchase Agreement. Plaintiffs also contend emergency injunctive relief is warranted because several shareholders are purportedly in violation of Section 13(d) of the Exchange Act. Case 2:24-cv-00645-HDV-MRW Document 12 Filed 01/24/24 Page 1 of 2 Page ID #:208

Page 2 of 2 CIVIL MINUTES ? GENERAL Initials of Deputy Clerk WH On an application for a temporary restraining order, the movant has the burden to establish that (1) it is likely to succeed on the merits, (2) it is likely to suffer irreparable harm if the preliminary relief is not granted, (3) the balance of equities favors the plaintiff, and (4) the injunction is in the public interest. Winter v. Natural Res. Def. Council, Inc., 555 U.S. 5, 20 (2008). In the Ninth Circuit, the Winter factors may be evaluated on a sliding scale: "serious questions going to the merits, and a balance of hardships that tips sharply toward the plaintiff can support issuance of a preliminary injunction, so long as the plaintiff also shows that there is a likelihood of irreparable injury and that the injunction is in the public interest." Alliance for the Wild Rockies v. Cottrell, 632 F.3d 1127, 1134-35 (9th Cir. 2011). Here, the Court finds that Plaintiffs have failed to show a likelihood of success on this record. Although the Court makes no specific findings adverse to Plaintiffs on these issues, the Court is unconvinced that Plaintiffs can fairly represent the interests of Renovaro shareholders whilst in active litigation against Renovaro elsewhere, that the case should continue in federal court under the Colorado River doctrine, that Plaintiffs did not waive their right to assert a demand futility theory by making a pre-suit demand upon the Board three days before filing suit, or that this forum is appropriate given the forum selection clause in Plaintiff Weird Science's 2018 Merger Agreement through which it obtained its Renovaro stock. On the merits, the Court is similarly unconvinced on this sparse evidentiary record that material statements were omitted from the Proxy Statement sufficient to warrant the relief requested. And the Court is not persuaded that Plaintiffs acted diligently in seeking this emergency relief at the first available opportunity given that most, if not all, the issues at the center of its claims were known to Plaintiff in December, when the amended Stock Purchase Agreement issued, or (at the latest) on January 3, 2024 when the Proxy statement was filed with the SEC. See, e.g., Valerius v. Geraghty, No. CV 09-06208, 2010 WL 11707695, at *4 (E.D. Pa. Jan. 22, 2010) ("Plaintiffs' allegations of irreparable injury are belied by their own delay in seeking emergency relief."). In summary, because Plaintiffs have not raised serious questions as to the merits of the underlying claims, the Court denies Plaintiffs' Application. IT IS SO ORDERED. Case 2:24-cv-00645-HDV-MRW Document 12 Filed 01/24/24 Page 2 of 2 Page ID #:209

Exhibit 16

1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WEIRD SCIENCE LLC, WILLIAM ANDERSON WITTEKIND, Individually, WILLIAM ANDERSON WITTEKIND, as Trustee of the C.A. No. 2023-0599-MTZ 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, Plaintiffs, v. RENOVARO BIOSCIENCES, INC. formerly known as ENOCHIAN BIOSCIENCES INC., RS GROUP APS, RS BIO APS, RENÉ SINDLEV, Individually, PASECO APS, OLE ABILDGAARD, Individually, K&L GATES LLP, and CLAYTON E. PARKER, Individually. Defendants. VERIFIED FIRST AMENDED COMPLAINT Plaintiffs Weird Science LLC (Weird Science), William Anderson Wittekind (Wittekind) individually and in his capacity as sole trustee of 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 (together the Trusts and each a Trust) bring this Verified First Amended Complaint against Renovaro Biosciences Inc., formerly Enochian Biosciences Inc. (the Company), Company Chairman René Sindlev (Sindlev) and his companies RS Group ApS (RS Group) and RS Bio ApS (RS Bio), Company insider Ole Abildgaard (Abildgaard) and his company Paseco ApS (Paseco), the Company's outside legal counsel K&L Gates LLP (K&L Gates), and Clayton E. Parker, a K&L Gates partner and the principal lawyer for the Company and for Sindlev, RS Group, Paseco and Abildgaard on matters related to the Company. EFiled: Dec 05 2023 05:11PM EST Transaction ID 71552415Case No. 2023-0599-MTZ

2 NATURE OF THE ACTION 1. In the Original Complaint, Plaintiffs sought to recover damages from the Company for its breaches of "piggyback" registration covenants in an Investor Rights Agreement among the Company (then known as DanDrit BioTech USA, Inc.), Weird Science and RS Group. The Investor Rights Agreement became effective on February 16, 2018, the date the Company acquired Enochian Biopharma Inc. (the Target) pursuant to a January 12, 2018 Agreement and Plan of Merger (Merger Agreement) by and among the Company, its merger subsidiary, the Target, and Weird Science. 2. Just twelve days after the Original Complaint was served, the Company defiantly took steps to breach the piggyback covenants again. On June 20, 2023, the Company agreed to register resales of its stock by Lincoln Park Capital Fund LLC (Lincoln Park) under a $20 million equity line of credit. In the process of asserting their piggyback right to include shares in this registration, the Plaintiffs discovered that Lincoln Park was a longtime client of K&L Gates and Parker. Further investigation of this conflict uncovered an expansive conspiracy to intentionally deprive the Plaintiffs of their rights under the Investor Rights Agreement and confer benefits upon Sindlev, Abildgaard and Lincoln Park, all clients of K&L Gates and Parker. As a result, in addition to the breach of contract claims against the Company, this First Amended Complaint includes (a) claims against K&L Gates and Parker for breach of fiduciary duty; (b) claims against K&L Gates, Parker, Sindlev, RS Group, Abildgaard and Paseco for tortious interference with a contract; and (c) claims against all Defendants for fraud. 3. Before the acquisition, Weird Science was the supermajority stockholder of the Target (over 97% ownership), and the rights granted under the Investor Rights Agreement were a fundamental benefit of the bargain under the Merger Agreement. As a material inducement to cause Weird Science to sign the Merger Agreement and as a condition to its obligation to close the

3 transaction, the Company executed the Investor Rights Agreement and agreed, as pertinent here, to (a) register the Company shares issued as consideration under the Merger Agreement for public resale under the Securities Act of 1933, as amended (the 1933 Act) and (b) use commercially reasonable efforts to take actions to enable unregistered public resales of such shares pursuant to Rule 144 under the 1933 Act (Rule 144). The registration right covenants and the Rule 144 covenants under the Investor Rights Agreement are not mutually exclusive, and the Company is required to honor both. 4. The Investor Rights Agreement is critical to liquidate the consideration issued under the Merger Agreement because: (a) the Company paid no cash consideration (it only issued shares of stock) to Weird Science; (b) absent registration under the 1933 Act, the sole means for the Plaintiffs to publicly resell such shares is under Rule 144; and (c) resales by the Plaintiffs under Rule 144 are limited by volume restrictions during each 90-day period. 5. Also in satisfaction of the conditions to closing under the Merger Agreement, the Company, Weird Science and RS Group entered into a Standstill and Lock-Up Agreement on February 16, 2018. Weird Science agreed to a standstill covenant (an agreement to not buy shares) that expired on February 16, 2022 (four years after the closing), and each of Weird Science and RS Group agreed to a lock-up covenant (an agreement to not sell shares), with 50% of the shares owned by each as of the closing released from the lock-up on February 16, 2019 (one year after the closing) and the remaining shares owned by each released from the lock-up on February 16, 2020 (two years after the closing). There were numerous exceptions to the standstill covenant and the lock-up covenant, including a critical exception to the lock-up covenant for public resales under Rule 144.

4 6. K&L Gates and Parker negotiated the Merger Agreement, the Investor Rights Agreement and the Standstill and Lock-Up Agreement on behalf of the Company and RS Group/Sindlev. Lowenstein Sandler LLP (Lowenstein Sandler) negotiated such agreements on behalf of Weird Science. 7. The piggyback covenants under the Investor Rights Agreement require the Company to (a) notify all Holders of Registrable Securities (as defined in the Investor Rights Agreement) in writing at least 30 days before filing a registration statement and (b) afford such Holders an opportunity to have all or any portion of their Registrable Securities included in such registration statement. The Company filed Form S-3 registration statements on July 13, 2020 (the July 2020 Registration Statement) and February 11, 2022 (the February 2022 Registration Statement). In both cases, the Company breached the Investor Rights Agreement by never giving the required piggyback registration notice, never seeking any waiver of the piggyback rights, and failing to afford the Plaintiffs the opportunity to include all or any portion of their shares in the registrations. As notice counsel for the Company under the Investor Rights Agreement, Plaintiffs notified K&L Gates and Parker in writing of these breaches on December 28, 2022. 8. On June 20, 2023, the Company entered into a Registration Rights Agreement with Lincoln Park (the 2023 Lincoln Park RRA), under which the Company agreed to file a Form S-1 registration statement (the Lincoln Park S-1) to register Lincoln Park's resales of Company shares sold under a related $20 million equity line of credit (the 2023 Lincoln Park ELOC). As it had failed to do with the July 2020 Registration Statement and the February 2022 Registration Statement, the Company once again failed to send a written piggyback notice to the Plaintiffs. On June 29, 2023, two days after the Company reported the 2023 Lincoln Park RRA in a Form 8-K,

5 legal counsel for the Plaintiffs notified Parker that, under the Investor Rights Agreement, the Plaintiffs had the right to include all or any portion of their shares in the Lincoln Park S-1. 9. On July 7, 2023, K&L Gates responded in writing that neither Wittekind nor the Trusts were entitled to registration rights and directed only Weird Science to provide written notice within 10 days if it desired to include shares in the Lincoln Park S-1. Through legal counsel, Weird Science provided timely written notice that it wished to include 1,216,467 shares in the Lincoln Park S-1 and, in accordance with the Investor Rights Agreement, completed, signed and returned a selling stockholder questionnaire. After agreeing to file the most extensive and time-consuming form of capital-raising registration statement under the 1933 Act (a Form S-1) for the longtime client of K&L Gates and Parker, the Company changed course only after Weird Science sought to assert its piggyback right to include shares. Despite a contractual filing deadline of July 10, 2023, the Company still has not filed the Lincoln Park S-1. 10. Notwithstanding their conflict of interest, K&L Gates and Parker represented the Company speciously adverse to Lincoln Park in not only in the 2023 Lincoln Park RRA, but also in an earlier July 8, 2020 Registration Rights Agreement (the 2020 Lincoln Park RRA), which resulted in the registration of Lincoln Park's resale of Company shares sold under an earlier $20 million equity line of credit (the 2020 Lincoln Park ELOC). The conflicts that K&L Gates and Parker had in these two transactions are even more troubling than they appear: unlike virtually all other equity lines of credit Lincoln Park completed between 2020 and 2023, Lincoln Park chose to forego legal counsel in such transactions when K&L Gates and Parker represented the issuer on the other side. 11. Further investigation of these conflicts revealed a continuous multi-year conspiracy in which the Company, Sindlev, RS Group, Abildgaard, Paseco, K&L Gates and Parker agreed to

6 interfere with and deprive Plaintiffs of their valuable rights under the Investor Rights Agreement with the purpose of preventing the Plaintiffs from publicly reselling any Company shares at any time. 12. Despite the Rule 144 covenants in the Investor Rights Agreement and the Rule 144 public resale exception to the lock-up covenant in the Standstill and Lock-Up Agreement, Sindlev asserted his influence as Company Chairman, both directly and indirectly through K&L Gates and Parker, to prevent the Plaintiffs from reselling shares under Rule 144. Under the Investor Rights Agreement, the Company expressly agreed to use commercially reasonable efforts to "fully cooperate" with Rule 144 resales of the shares issued under the Merger Agreement. Sindlev, Abildgaard, K&L Gates and Parker caused the Company to do the opposite in willful breach of the Investor Rights Agreement. 13. In furtherance of the conspiracy, K&L Gates initiated an attorney-client relationship with Wittekind no later than August 31, 2018 by offering to prepare and file an SEC Form 3 on his behalf. K&L Gates misled Wittekind by advising him the Form 3 was required for the Company's "uplisting" to NASDAQ, when in fact it was Weird Science's ownership stake upon the closing under the Merger Agreement (approximately 48.5%) that triggered not only a Form 3 but also a much broader disclosure filing under Section 13(d) of the Securities Exchange Act of 1934, as amended (the 1934 Act). This additional filing, a Schedule 13D, required a detailed description of the registration right covenants and the Rule 144 covenants in the Investor Rights Agreement and, importantly in this context, the Rule 144 public resale exception to the lock-up covenant in the Standstill and Lock-Up Agreement. As K&L Gates was undoubtedly aware, six months had already elapsed since the Merger Agreement closing at the time of this advice, so Weird Science was eligible to avail itself of the exception to the lock-up covenant by reselling the

7 shares it received at the closing under Rule 144, subject to the volume limitations imposed during each 90-day period. Before the Merger Agreement was signed, as a negotiating tactic to avoid registration of Weird Science's shares within 30 days of closing (as contemplated by a previously executed letter of intent or LOI), Parker represented to Lowenstein Sandler that Weird Science would be able to obtain roughly $3,040,000 of liquidity every 90 days by reselling under Rule 144 (using the $8.00 price offered in the private placement that occurred on the same date as the closing under the Merger Agreement (the Private Placement)) throughout the two-year lock-up period. This was enough to coax Weird Science into signing the Merger Agreement on January 12, 2018. Between signing and closing, Parker fended off additional liquidity concerns raised by Lowenstein Sandler by providing assurances that the remaining Merger Agreement Shares (i.e., those not sold under Rule 144) would be later be included in a registration initiated by the Company. Again, Weird Science, counseled by Lowenstein Sandler, relied on this assurance, this time proceeding with closing. Plaintiffs only recently discovered that the liquidity representations and assurances made by Parker were part of a bait and switch scheme to dupe Weird Science into consummating the transaction and then later to deprive Weird Science of its bargained for rights. The half-baked legal advice rendered by K&L Gates to Wittekind on the Form 3 was a link in the conspiracy chain. Not only did this advice conceal Weird Science's right to publicly resell under Rule 144, but it also concealed Weird Science's obligation to file a Schedule 13D, keeping the registration right covenants and the Rule 144 covenants under the Investor Rights Agreement out of sight and out of mind. K&L Gates never informed Wittekind of the conflict of interest with the Company and Sindlev, never sought or obtained an informed waiver from Wittekind regarding this conflict, and never suggested to Wittekind that he seek advice from Lowenstein Sandler or other independent counsel.

8 14. After K&L Gates continued to provide securities advice to Wittekind in this fashion on a regular basis, the managers of Weird Science consulted with Parker and other attorneys at K&L Gates on numerous occasions expressing a desire to publicly resell shares. Despite glaring conflicts of interest between the Company and Sindlev, on the one hand, and the Company's largest stockholder Weird Science, on the other hand, K&L Gates and Parker continued their failure to clarify their role as counsel for the Company and Sindlev, never warned the managers of Weird Science that their communications would not be privileged or confidential, and never suggested that the managers of Weird Science seek legal advice from Lowenstein Sandler or other independent legal counsel. Instead, K&L Gates and Parker continued to provide incomplete advice on restrictions related to transfers of the shares issued under the Merger Agreement without mentioning the Rule 144 covenants or registration rights covenants under the Investor Rights Agreement or the Rule 144 public resale exception to the lock-up covenant in the Standstill and Lock-Up Agreement. In one instance, Parker egregiously leaked these consultations to Sindlev, who in turn asserted his influence as Chairman to thwart any public resales by Weird Science or its members. 15. Also in furtherance of the conspiracy, the Company, K&L Gates and Parker took steps to conceal provisions in the Investor Rights Agreement and the Standstill and Lock-Up Agreement from the Company's SEC reports, eventually removing both agreements in their entirety as material contracts, in violation of SEC disclosure regulations. 16. By preventing the Plaintiffs from publicly reselling shares, K&L Gates and Parker were able to cause the Company to confer unlawful benefits upon their longtime client Lincoln Park under the 2020 Lincoln Park ELOC by coordinating no-risk stock sales at spring-loaded prices shortly ahead of the Company's announcement of positive material nonpublic information

9 (MNPI). This untoward accommodation enabled Lincoln Park to buy Company shares at favorably low prices ahead of the release of MNPI with an opportunity to sell at favorably higher prices after the release of MNPI without the risk of any public resales by the Plaintiffs distorting the scheme. Upon information and belief, the Company acquiesced to and was complicit in this scheme because the 2020 Lincoln Park ELOC (signed on July 8, 2020) averted a going concern qualification in the September 22, 2020 audit report for the Company's June 30, 2020 annual financial statements due to the purported liquidity access. But rather than use the 2020 Lincoln Park ELOC to satisfy its liquidity needs, the Company used it to benefit Lincoln Park, the longtime client of K&L Gates and Parker. 17. Despite low cash balances, the Company did not draw on the 2020 Lincoln Park ELOC until it sold 50,000 shares on June 11, 2021, almost a year later. This sale came one business day before the Company issued a June 14, 2021 press release entitled "Enochian BioSciences Announces FDA Acceptance of Pre-IND Request for Potential HIV Cure" and another press release announcing a $29 million registered direct offering (RDO) through H.C. Wainwright & Co. The Company's June 11, 2021 sale to Lincoln Park priced the 50,000 shares at $4.057 per share, while on June 14, 2021, the Company priced the RDO shares at $7.50, shares in the open market sold as high as $12.99, and the trading volume soared to 105,815,200 shares, a staggering 162,447% increase from the preceding business day on June 11, 2021. The conspiracy to deprive the Plaintiffs of their rights under the Investor Rights Agreement prevented the Plaintiffs from selling shares during this trading bonanza even though a piggyback on a Company registration after a milestone is precisely what Parker had promised during the negotiations. At the same time, K&L Gates' clients Lincoln Park and Abildgaard, as well as the investors solicited by Sindlev and Abildgaard in the private placement, were not precluded from riding this wave and reselling on

10 this date. Upon information and belief, K&L Gates, Parker, Lincoln Park and the Company were about to repeat the entire scheme with the 2023 Lincoln Park ELOC (i.e., the Company would avoid a going concern qualification in its audit but could only sell shares to Lincoln Park ahead of the release of positive MNPI) until the Plaintiffs sought to enforce their piggyback registration rights. Since the Lincoln Park S-1 was never filed (and, as a result, the commencement date under the 2023 Lincoln Park ELOC never commenced), the October 1, 2023 audit report on the Company's June 30, 2023 annual financial statements does indeed include a going concern qualification, and no shares have been sold for cash under the 2023 Lincoln Park ELOC. 18. Keeping the Plaintiffs out of the market for resales also conferred benefits upon Sindlev and Abildgaard. Sindlev convinced foreign investors in the Company's Private Placement to buy shares at $8.00, despite a market price of $5.20, by making assurances the stock price would soar to $40 after the closing. Abildgaard, who also solicited foreign investors in the Private Placement, had consistent access to the same MNPI as Sindlev, but, despite clear status as an insider who asserted management influence and control, he was never required to sign the Company's insider trading policy and, upon information and belief, was able to resell shares in the market without being subject to the Company's pre-clearance procedures or restrictions governing Company insiders, including Rule 144. Sindlev and Abildgaard believed that any public resales by the Plaintiffs under any circumstance would have lowered the Company's per share price and made it more difficult to deliver on Sindlev and Abildgaard's promises to the foreign investors they solicited in the Private Placement. 19. This pervasive conspiracy not only resulted in continuous breaches of the Investor Rights Agreement, but it also resulted in violations of the Company's internal policies governing ethics and insider trading, as well as various federal securities laws and SEC regulations.

11 20. Given the number of shares that Plaintiffs could have sold and the relevant prices and market conditions during the conspiracy, particularly during the effective periods of the July 2020 Registration Statement and the February 2022 Registration Statement, the Defendants' continuous willful acts interfering with Plaintiffs' rights in breach of the Investor Rights Agreement have caused Plaintiffs significant monetary damages in an amount to be proven at trial. 21. As a result of the continuation of the conspiracy in connection with the Lincoln Park S-1, Plaintiffs also seek specific performance of the Investor Rights Agreement and a declaratory judgment that Wittekind and the Trusts are entitled to the registration rights thereunder. PARTIES 22. Plaintiff Weird Science is a limited liability company organized under the laws of the State of California. At the time of the February 16, 2018 closing under the Merger Agreement, Carl Sandler (Sandler) and Wittekind were the managers of Weird Science. Sandler remained a Weird Science manager and a Company director through March 25, 2022, the date he resigned from both positions. Sandler is currently a non-managing member of Weird Science. Serhat Gumrukcu (Gumrukcu), Wittekind's spouse, is a non-managing member of Weird Science. Gumrukcu has been the majority owner of Weird Science since October 30, 2018. 23. Plaintiff Wittekind is an individual and citizen of California. He is a member and currently the sole manager of Weird Science. Wittekind brings this action both in his individual capacity and as sole trustee of each of the Trusts. 24. Defendant Company is a Delaware corporation whose common stock is listed on the NASDAQ under the symbol RENB. The Company changed its name from DanDrit Biotech USA, Inc. (DanDrit) to Enochian Biosciences Inc. after it acquired the Target on February 16,

12 2018 pursuant to the Merger Agreement. On August 1, 2023, the Company changed its name to Renovaro Biosciences Inc. 25. Defendant Sindlev is an individual and citizen of Demark. He is the Company's Chairman of the Board. Including shares held by his Danish holding company RS Group, Sindlev was the largest stockholder of the Company before its acquisition of the Target. Between October 26, 2018 and October 28, 2019, Sindlev caused all shares held by RS Group to be fraudulently transferred to RS Bio, another Danish holding company controlled by Sindlev. Including shares held by RS Bio, Sindlev currently beneficially owns 21.59% of the Company's outstanding stock (based on disclosures in the Company's Form 10-K/A filed on October 30, 2023). 26. Defendant RS Group is a Danish company controlled by Sindlev. RS Group is party to the Investor Rights Agreement and the Standstill and Lock-Up Agreement. Defendant RS Bio is a Danish holding company controlled by Sindlev. RS Bio is the current holder of all Company shares beneficially owned by Sindlev (including common stock, convertible preferred stock and warrants to purchase common stock, but excluding stock options individually held by Sindlev). Both RS Group and RS Bio are mere instrumentalities and alter egos of Sindlev, who has exclusive domination and control over the entities such that Sindlev, on the one hand, and RS Group and RS Bio, on the other hand, have no independent legal significance. Sindlev, RS Group, and RS Bio have separately transacted business in Delaware through the formation of GWRS Holdings, LLC, a Delaware entity that Sindlev and RS Group formed in or around January 2018, with the assistance of K&L Gates. 27. Defendant Abildgaard is an individual and citizen of Demark. On October 6, 2023, Abildgaard filed a Form 3 and Schedule 13G/A to report his status as a beneficial owner of more than 10% of the Company's outstanding stock. Together with his Danish holding company Paseco,

13 Abildgaard beneficially owns 15.95% of the Company's outstanding stock (based on disclosures in the Company's Form 10-K/A filed on October 30, 2023). Abildgaard has been a Company insider long before his recent October 2023 filing of a Form 3 and Schedule 13G/A. At all relevant times to the factual matters described in this First Amended Complaint, Abildgaard has had full access to the Company's MNPI and management authority and control over the Company. 28. Defendant Paseco is a Danish company of which Abildgaard is the chief executive officer and sole owner. According to the Schedule 13G/A filed by Abildgaard and Paseco on October 6, 2023, Paseco holds all Company shares beneficially owned by Abildgaard (common stock, convertible preferred stock and warrants to purchase common stock), except for 5,000 shares of common stock individually held by Abildgaard. Paseco is a mere instrumentality and alter ego of Abildgaard, who has exclusive domination and control over the entity such that Abildgaard, on the one hand, and Paseco, on the other hand, have no independent legal significance. Abildgaard and Paseco have separately transacted business in Delaware through their ownership interest in GWRS Holdings LLC, the Delaware entity formed by Sindlev and RS Group in or around January 2018, with the assistance of K&L Gates. 29. Defendant K&L Gates is a well-known international law firm with over 45 offices across five continents. In the United States, K&L Gates has a Wilmington, Delaware office and advertises itself as having established the office "to provide clients with deep experience and unmatched presence in Delaware, which is known as the U.S. center for the formation of business enterprises." Defendant Parker is a partner of K&L Gates and works in its Miami office. K&L Gates and Parker negotiated the Merger Agreement, the Investor Rights Agreement and the Standstill and Lock-Up Agreement on behalf of the Company, RS Group, and Sindlev, and K&L Gates and Parker are listed as notice counsel for the Company on each agreement. K&L Gates and

14 Parker are principal outside general counsel for the Company and legal counsel to RS Group, RS Bio, Paseco, and their principals Sindlev and Abildgaard on matters related to the Company.1 JURISDICTION & VENUE 30. This Court has personal and subject matter jurisdiction over this action, and venue is proper, pursuant to the parties' agreement. 31. Under the Investor Rights Agreement and the Merger Agreement, the parties have expressly consented to jurisdiction in Delaware. Section 8.4 of the Investor Rights Agreement states that "[a]ll questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Merger Agreement." In turn, the Merger Agreement, Section 11.10, Submission to Jurisdiction, states: ?[F]or the purpose of any action arising out of or relating to this Agreement brought by any Party against another Party arising out of or relating to this Agreement or any of the Transactions2 (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division), or, if (and only if), the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware? 1 A recurring theme in this First Amended Complaint is Parker and K&L Gates' rampant rendering of legal advice to multiple adverse or potentially adverse parties in violation of conflict-of-interest principles and running afoul of the fiduciary duties of loyalty and care that lawyers owe to their clients and non-clients when lawyers should reasonably expect such non-clients to be relying on the lawyer's advice. In addition to all Defendants and Plaintiffs in this case, K&L Gates and Parker had or have attorney-client relationships with GWRS Holdings LLC (the Delaware entity jointly owned by RS Group and SG&AW Holdings LLC, an entity owned by Wittekind), Seraph Research Institute (an entity controlled by Gumrukcu and owned in part by Wittekind), and Gumrukcu individually. 2 The Merger Agreement defines "Transactions" as "the Merger and the other transactions contemplated by this Agreement," which included the Investor Rights Agreement.

15 32. The Delaware Court of Chancery has subject matter jurisdiction under 8 Del. C. § 111(a)(2) for the breach of contract cause of action, and supplemental jurisdiction under the Court's clean-up doctrine for the related tortious interference with contract, breach of fiduciary duty, and fraud causes of action. 33. Venue is appropriate in this Court under the Merger Agreement Section 11.10(a). ALLEGATIONS I. The Signing of the Merger Agreement, the Closing under the Merger Agreement, and the Merger Agreement Shares. 34. On January 12, 2018, the Company, its merger subsidiary, the Target, and Weird Science signed the Merger Agreement. The form of the Investor Rights Agreement and the form of the Standstill and Lock-Up Agreement were attached as Exhibits 7.2.3(b)(i) and (ii) to the Merger Agreement and were expressly identified as material to Weird Science's execution of the Merger Agreement.3 35. On February 16, 2018, the Company acquired the Target upon the Merger Agreement closing. As closing merger consideration, the stockholders of the Target received 18,081,962 shares of Company common stock (RENB Shares) in exchange for their shares in the Target, with Weird Science receiving 17,545,283 RENB Shares. Under the Merger Agreement, the Company issued additional RENB Shares to the former stockholders of the Target from time to time after the closing (Earnout Stock), with Weird Science receiving an aggregate of 6,274,862 additional RENB Shares as Earnout Stock (together with the 17,545,283 RENB shares received by Weird Science at the closing, the Merger Agreement Shares). 3 See Merger Agreement §§ 7.2.3, 7.3.6 and Merger Agreement Exhibits 7.2.3(b)(i), (ii).

16 36. Under the Merger Agreement, the issuance of the Merger Agreement Shares was exempt from registration under Section 4(a)(2) of the 1933 Act, and such shares could not be resold absent registration or an exemption. Accordingly, the Merger Agreement Shares were "restricted securities" as defined in Rule 144.4 37. In satisfaction of conditions to the closing under the Merger Agreement, on February 16, 2018, the Company, Weird Science and RS Group signed the Investor Rights Agreement and the Standstill and Lock-Up Agreement. The final signed version of the Standstill and Lock-Up Agreement included changes from the version that was included in the Company's January 17, 2018 Form 8-K, but such changes were not disclosed in the Company's February 23, 2018 Form 8-K reporting the closing or in any subsequent Company SEC reports or filings. These changes to the Standstill and Lock-Up Agreement included: (a) a definition of "change in control" of Weird Science that would breach the lock-up covenant; (b) an exception to the lock-up covenant for market transactions (i.e., public resales) by Weird Science and RS Group under Rule 144; and (c) a clause clarifying that Weird Science was permitted to adopt a Rule 10b5-1 plan immediately so long as no sales were made until six months after the closing. A. The Parties Explicitly Negotiated Weird Science's Resale Rights. 38. Before the Merger Agreement was signed on January 12, 2018, the Company's acquisition of the Target had been in the works for months. Upon information and belief, since the beginning of the negotiations, the Company, Sindlev and Abildgaard?with the assistance of K&L 4 See 17 CFR §230.144(a)(3)(i). Rule 144 is a safe harbor for public resales of restricted securities and public resales by affiliates of the issuer, but it contains significant restrictions that do not apply to registered resales. For affiliates, among other things, Rule 144 imposes volume restrictions that may not exceed the greater of 1% of the total outstanding shares or the average weekly trading volume during the previous four calendar weeks, every 90 days. Resales of restricted securities under Rule 144 generally require a legal opinion from the issuer's counsel to the transfer agent.

17 Gates and Parker ?intended to deny Weird Science the sole monetary benefit of its Merger Agreement bargain, that is the ability resell the Merger Agreement Shares in the public market. 39. In and around June 2017 and July 2017, the Merger Agreement parties negotiated the initial LOI, where they agreed on the deal terms for the Investor Rights Agreement and the Standstill and Lock-Up Agreement. Lawyers at Lowenstein Sandler were explicit with K&L Gates: Weird Science's ability to liquidate its Merger Agreement Shares was critical to the overall deal; and while Weird Science would agree to the provisions in the Standstill and Lock-Up Agreement (as requested by the Company, Sindlev, and K&L Gates), the Company would need to register the resale of Weird Science's Merger Agreement Shares issued at closing within 30 days, with any subsequent Earnout Stock subject to demand and piggyback registration rights. K&L Gates and Parker initially agreed to these deal terms. 40. In or around October 2017, K&L Gates circulated drafts of the Merger Agreement, the Standstill and Lock-Up Agreement and the Investor Rights Agreement, proposing a 5-year term for the standstill covenant, a 2-year term for the lock-up covenant, and registration of Weird Science's Merger Agreement Shares no sooner than 10 months after closing and only upon a registration "demand" by Weird Science. Lowenstein Sandler immediately pushed back, proposing shorter terms for the standstill and lock-up covenants commensurate with market norms, and requiring that the Company register the resale of the Merger Agreement Shares issued at closing within 30 days, consistent with the previously agreed-upon deal term, with demand and piggyback rights for the Earnout Stock issued after the closing. 41. On January 3, 2018, K&L Gates circulated new drafts, again excluding the previously agreed-upon deal term that the resale of the Merger Agreement Shares issued at the closing would be immediately and automatically registered at the closing. Lawyers at Lowenstein

18 Sandler told Parker and K&L Gates: "In the term sheet the thought was that this would be done by an immediate registration of their shares, so that they could sell in the market." 42. In a response email on January 3, 2018, Parker proclaimed that Weird Science could obtain liquidity of $3,040,000 (based on the $8.00 price offered in the Private Placement) every 90 days by reselling under Rule 144 and expressed Sindlev's concern regarding registering a Weird Science resale in excess of the Rule 144 volume limits: With respect to cash for [Weird Science], [Weird Science] will have the ability to sell approximately 380,000 shares every 90 days (based on 38,000,000 outstanding shares). If we assume that those shares are sold at $8.00 (which is the private placement price), that would generate $3,040,000 in cash for [Weird Science] every 90 days. We are okay with the right to demand registration, subject to customary restrictions. Would it be possible to let us know if [Weird Science] is anticipating a need for cash in excess of $3,000,000 every 90 days? For the benefit of all shareholders, including [Weird Science], we want to avoid creating an overhang on the market or an imbalance on the sell side which could put downward pressure on the market price of [the Company's] stock. Sindlev bolstered the price component of the Rule 144 liquidity assurances made by Parker in an email replying to the chain: Here is a little technical input from me: since almost all shares are restricted and in this clean up process, I have successfully placed a lot of the old shareholder positions with new long term shareholders, which mean that the free flow is already very restricted. Therefore for every positive filing, we will most likely see the share price go up ? and quickly above 8 USD.

19 In reliance on the liquidity assurances from Parker and Sindlev, Weird Science and the other parties signed the Merger Agreement on January 12, 2018, but it remained a closing condition that the Company and RS Group sign and deliver the Investor Rights Agreement and the Standstill and Lock-Up Agreement "in each case with such completions and modifications as are mutually acceptable to all parties, it being understood that the parties have not reviewed and approved such forms." 43. On January 15, 2018, K&L Gates sent Lowenstein Sandler the "form of" version of the Standstill and Lock-Up Agreement to be included with the Company's Form 8-K. This version removed the Weird Science change in control definition that had been included in the most recent K&L draft (which had defined a Weird Science change in control as either (a) Sandler and Gumrukcu ceasing to collectively own at least 51% or (b) any change in the then current managers). In place of the change in control definition, K&L Gates inserted the words "such term shall be mutually agreed by the Parties." In response, Lowenstein Sandler wrote "[w]hat is the reason for the change in the Standstill To the CIC [change in control] definition?" K&L Gates replied "[w]e can discuss our reasons as to why we want Serhat [Gumrukcu] to own a majority stake of the majority [sic] of Weird Science after we file the 8-K." Upon information and belief, Sindlev wanted to preserve his influence over Gumrukcu to prevent Weird Science and its other members from publicly reselling shares, including resales under Rule 144. K&L Gates' January 15, 2018 version of the Standstill and Lock-Up Agreement (without defining a change in control of Weird Science and without the other changes made between signing and closing that are

20 described below) is the "form of" that was attached to the 8-K filed on January 17, 2018 to report the signing of the Merger Agreement.5 44. After the "signing 8-K" was filed with the SEC, the parties began preparing for closing. On February 9, 2018, K&L Gates circulated new versions of the Investor Rights Agreement and the Standstill and Lock-Up Agreement, again failing to address Weird Science's concerns about liquidity in excess of the Rule 144 volume limits. The lawyers at Lowenstein Sandler then sent an email to Parker and K&L Gates: As you recall, in the original term sheet, we were supposed to have immediate reg[istration] rights, and we gave those up for the good of the company for all the good reasons [] Clay [Parker] pointed out. However, we had been promised some discussion on how we can get some liquidity for WS during the next 2 years. I fear your proposed changes only make matters more difficult for [Weird Science]. So, we really need a plan before we can respond. Importantly, the K&L Gates February 9, 2018 version of the Standstill and Lock-Up Agreement implemented Parker's earlier assurance that Weird Science could obtain liquidity under Rule 144 by changing the exceptions to the lock-up covenant to expressly permit market transactions (i.e., public resales) by each of Weird Science and RS Group under Rule 144 six months after the closing. Since the inclusion of RS Group in this exception was inconsistent with Sindlev's concerns about the optics of public resales in the short-term, Lowenstein Sandler asked K&L Gates in an email on February 14, 2018: "[q]uestion from our call and Rene's [Sindlev's] statements to 5 The description of the lock-up covenant in the January 17, 1018 Form 8-K was terse and inaccurate: "restrictions on sale of one half of the securities owned by [Weird Science] and RS Group for twelve months and the other half 24 months subject to customary permitted dispositions and transfers."

21 investors ? is Rene [Sindlev] supposed to be fully locked up for 2 years, or is the agreement correct with respect to Rene's [Sindlev's] holdings?" Just over one hour later, K&L Gates responded: "[t]he Agreement is correct with respect to Rene's [Sindlev's] holdings. He has made personal commitments that are separate."6 This version of the Standstill and Lock-Up Agreement also reinserted the Weird Science change in control definition, with an added a category for the failure of Gumrukcu to own at least 35%. 45. In a February 9, 2018 email responding to the concerns about liquidity in excess of the Rule 144 volume limits raised in the Lowenstein Sandler message, Parker explained that immediate registration could harm the Company's plans to raise funds from outside investors but offered a solution: "After the Closing, and upon reaching a milestone that helps increase the value of the Company, [the Company] intends to do an underwritten offering [through a registration statement] including primary shares of the Company and shares held by Weird Science. I am happy to discuss this further" (emphasis added). This February 9, 2018 email exchange prompted a phone call between Parker and the lawyer at Lowenstein Sandler, during which Parker reiterated that the best opportunity for Weird Science to register and sell shares would be through the Company's first post-closing registration statement, which would give Weird Science, through piggyback rights, the ability to register and resell their Merger Agreement Shares without any volume limitations imposed by Rule 144. 46. On February 11, 2018 Lowenstein Sandler sent K&L Gates further revisions in the Standstill and Lock-Up Agreement that permitted immediate private resales by Weird Science as an exception to the lock-up covenant, so long as such private resales did not result in Weird Science owning less than 80% of the shares it had received under the Merger Agreement. After a 6 Upon information and belief, family members of Sindlev invested in the Private Placement.

22 phone call between Lowenstein Sandler and K&L Gates on February 13, 2018 (a call in which Parker participated), on February 14, 2018 Lowenstein Sandler sent K&L Gates additional revisions in the Standstill and Lock-Up Agreement to: (a) impose a six-month delay on private resales by Weird Science (a change requested by K&L Gates); (b) insert a provision to clarify that Weird Science was permitted to immediately adopt a 10b5-1 sales plan so long as no sales occurred until six months after the closing; and (c) modify the Weird Science change in control definition to clarify that a change in the managers would only constitute a change in control if the then current managers ceased to represent a majority of the managers. In response, on February 15, 2018 K&L Gates sent Lowenstein Sandler one more change to the Standstill and Lock-Up Agreement: the percentage of Gumrukcu's interest in Weird Science below which would constitute a change in control was increased from 35% to 50%. The K&L Gates email message accompanying this change stated: "[a]ttached is a further revision that Rene [Sindlev] deems essential."7 Again, upon information and belief, Sindlev wanted to preserve his influence over Gumrukcu to prevent Weird Science and its members from publicly reselling Merger Agreement Shares, and Sindlev instructed K&L Gates to make this change. 47. This last K&L Gates version of the Standstill and Lock-Up Agreement (with the single change that Sindlev deemed "essential") was the one signed on the date of the closing, but the changes made from the version attached to the January 17, 2018 Form 8-K were never disclosed in the Company's SEC reports. Upon information and belief, K&L Gates, at the behest of Sindlev, intentionally concealed the changes that were made to the Standstill and Lock-Up Agreement in between signing and closing from the Company's SEC reports. As a result of this 7 Gumrukcu owned more than 35% but less than 50% of Weird Science as of the Merger Agreement closing, but his ownership became greater than 50% when Weird Science's Operating Agreement was amended on October 30, 2018.

23 concealment, the market was never informed that (a) the two-year lock-up covenant did not apply to market transactions (i.e., public resales) under Rule 144 by Weird Science and RS Group; (b) a change in control of Weird Science (including the failure of Gumrukcu to own at least 50% of Weird Science) would violate the lock-up covenant; and (c) Weird Science was able to immediately adopt a 10b5-1 sales plan so long as no sales were made until six months after the closing. These concealment acts not only advanced the conspiracy to prevent Weird Science and its members from publicly reselling shares and keep the provisions related to such resales out of sight and out of mind, but they also contravened applicable SEC disclosure regulations.8 48. After Parker's representations and assurances (which he made on behalf of K&L Gates, the Company, Sindlev, and RS Group) and the corresponding changes, the parties finalized the Investor Rights Agreement and the Standstill and Lock-Up Agreement and signed each in connection with the closing under the Merger Agreement on February 16, 2018.9 B. The Investor Rights Agreement provided valuable registration right covenants and Rule 144 covenants. 49. The Investor Rights Agreement grants Holders of Registrable Securities rights to have their Registrable Securities registered for resale under the 1933 Act. 8 See 17 CFR § 229.601(a)(4) Item 601 (Exhibits) ("Any amendment or modification to a previously filed exhibit to a Form 10, 10-K or 10-Q shall be filed as an exhibit to Form 10-Q or Form 10-K".) The Company's choice to attach the form of Standstill and Lock-Up Agreement as an exhibit to a Form 8-K does not provide relief from this requirement. See SEC Compliance & Disclosure Interpretation 202.01 (April 10, 2008). As a result, the changes to the Standstill and Lock-Up Agreement were required to be filed as an exhibit to either the Form 8-K filed to report the closing or in the Company's subsequent Form 10-Q. See also 17 CFR § 240.12b-20 Additional Information ("In addition to the information expressly required to be included in a statement or report, there shall be added such further information, if any, as may be necessary to make the required statements, in light of the circumstances in which they are made not misleading.") 9 The executed versions of the Investor Rights and Standstill and Lockup Agreements are attached to this Amended Complaint as Exhibits A and B, respectively.

24 50. Under Section 7.1 of the Investor Rights Agreement, "Holder" or "Holders" are defined as Weird Science10 "and each Permitted Transferee (as defined in the Standstill & Lockup Agreement [discussed in Section I.C below]) which is a holder from time to time of Registrable Securities" (emphasis added). In addition, the Investor Rights Agreement explicitly provides that the benefits granted to the parties of the agreement inure to their successors and assignees, without any requirement that such successors and assignees qualify as "Permitted Transferees."11 51. Under Section 7.1 of the Investor Rights Agreement, the term Registrable Securities means "as of any date of determination, . . . all of the Merger Agreement Shares." Section 7.1 goes on to define the three exclusive ways that Merger Agreement Shares can lose their status as Registrable Securities. First, if any such shares are included in and sold under an effective registration statement under the Investor Rights Agreement, that is, through exercise of the Demand or Piggyback registration rights (discussed below). Second, if any such shares are sold pursuant to Rule 144. Third, if an opinion of the Company's legal counsel is addressed, delivered and acceptable to the Company's transfer agent and the affected Holders with a determination that any such shares are no longer subject to any restrictions whatsoever under Rule 144. 10 Although the definition of "Holder" in the Investor Rights Agreement refers to "each Stockholder," a term that includes both Weird Science and RS Group, "Stockholder" in the definition of "Holder" essentially refers to Weird Science because the registration rights only apply to the Merger Agreement Shares. 11 See Ex. A at §§ 8.6 ("Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under this Agreement; provided, however, that Permitted Transferees shall be express third party beneficiaries of this Agreement, entitled to enforce their rights hereunder. . . ") and 8.7 ("?the rights and obligations of the parties hereunder[] will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.") (emphasis added).

25 52. Section 7.2(c) of the Investor Rights Agreement includes Piggyback Rights, which provide Holders with the right to include all or any portion of their respective Registrable Securities in any registration for a public offering by the Company (subject to customary exceptions not applicable here): Piggyback Rights. (i) If at any time after the [February 16, 2018] Effective Date [the Company] plans to file any Registration Statement under the Securities Act for the purposes of effecting a public offering of securities of [the Company]?[the Company] shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing such Registration Statement [emphasis added]. (ii) Each Holder desiring to include in any such registration statement all or any part of [their] Registrable Securities shall, within ten (10) days after receipt of the above-referenced notice from [the Company], so notify [the Company] in writing and in such notice shall inform [the Company] of the number of Registrable Securities such Holder wishes to include in such registration statement and subject to Sections 7.2(d), and 7.2(e),12 [the Company] will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder [emphasis added]. 53. Section 7(b)(i) of the Investor Rights Agreement includes a Demand Right, which gives Holders owning at least 30% of the Registrable Securities then outstanding the right to demand that the Company file a registration statement "with respect to all and not a portion of the Registrable Securities owned by such Holder or Holders" (emphasis added). 54. Under Sections 7(b)(i)-(iii) of the Investor Rights Agreement, the Demand Right is inequivalent to and non-fungible with the Piggyback Rights: the demand registration can only be exercised once, and the Holder(s) making the demand would be forced to include all their 12 Sections 7.2(d) and (e) provide that if applicable SEC regulations limit the number of Registrable Securities to be registered as a secondary offering, then the Company would include the maximum number of Registrable Securities permitted and would use commercially reasonable efforts to register the shortfall in a separate Registration Statement as promptly as permitted.

26 Registrable Securities in the registration. Additionally, the Company can defer the Demand Right if (a) in the "good faith judgment" of the Company's board, the demand registration "would be materially detrimental to the Company and its stockholders"; or (b) there is a "good faith estimate" that the Company will initiate its own registration within 30 days. The "all but not a portion" requirement and the Company's rights to defer do not apply to Piggyback Rights and refute any argument that the Plaintiffs were not damaged because of the existence of the Demand Right. Any suggestion that the Plaintiffs should have burned the valuable one-time Demand Right and elected to include all their shares to mitigate against the Company's breach of the piggyback covenants in the Investor Rights Agreement is baseless and illogical. Indeed, the Demand Right is alive and well as of the date of this First Amended Complaint and underscores the importance of the specific performance and declaratory relief the Plaintiffs are seeking hereunder with respect to the Piggyback Rights. 55. The Rule 144 covenants in Section 5.3 of the Investor Rights Agreement provide: Rule 144 Compliance. With a view to making available to the Holders the benefits of Rule 144, [the Company] covenants and agrees to use commercially reasonable efforts, at [the Company's] sole expense to: (b) take such additional action as is requested by any Holder to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to [the Company's] transfer agent as may be reasonably requested from time to time by any Holder and otherwise fully cooperate with each Holder and such Holder's broker to effect such sale of securities pursuant to Rule 144 [emphasis added]. 56. Section 8.2 of the Investor Rights Agreement provides that all "notices" "required" under agreement must be in writing and are deemed given upon (a) personal delivery, (b) confirmed delivery by standard overnight courier or when hand delivered, (c) mailed in the United

27 States by certified or registered mail, or (d) confirming receipt by fax or electronic mail. The notice recipients for Weird Science identified each member, including Wittekind, and Weird Science's deal counsel at Lowenstein Sandler, and everyone's mailing and personal email addresses were listed. 57. Section 8.1 of the Investor Rights Agreement provides that "any waivers or consents to departures" from the agreement's terms "shall be in writing and signed by Parent and each of the Stockholders." C. The Standstill and Lockup Agreement did not limit Plaintiffs' Piggyback Rights or Demand Right upon expiration of the lockup period. 58. The Standstill & Lockup Agreement imposed a Lock-Up Period on sales or transfers of the RENB Shares held by RS Group and Weird Science. Except as provided in Sections 3.2 and 3.3 of the Standstill and Lock-Up Agreement, Weird Science could not sell (a) any of the Merger Agreement Shares between the closing and February 16, 2019, or (b) more than 50% of the 17,545,283 Merger Agreement Shares it received at the closing (8,772,622 Merger Agreement Shares) between February 16, 2019 and February 16, 2020. 59. Under Section 3.2, Permitted Dispositions, transfers of Merger Agreement Shares to the equity members of Weird Science (including Wittekind) and transfers from such members to their "Affiliates" (including each of the Trusts) were expressly permitted, subject to the "Permitted Transfer" requirements of Section 3.3. Importantly, the lock-up covenant did not apply to (a) public resales of Merger Agreement Shares after six months under Rule 144; or (b) private resales of Merger Agreement Shares after six months so long as Weird Science maintained ownership of at least 80% of the Merger Agreement Shares. See Standstill and Lock-up Agreement, §§ 3.2(a), (d) & (e).

28 60. Under Section 3.3, Permitted Transfers, Weird Science was permitted to transfer Merger Agreement Shares under Sections 3.1 and 3.2 upon (a) five days' written notice to the Company of any proposed transfer during the Lock-Up Period, and (b) written acknowledgement of the Transferee to be bound by the Standstill and Lock-Up Agreement and the Investor Rights Agreement. Section 3.3 further describes a transferee under this section as a Permitted Transferee and transfers in compliance with Sections 3.1, 3.2, or 3.3 as Permitted Transfers (Permitted Transferee is not included in the "Definitions" listed in Section 1 or otherwise defined.) 61. The Lock-Up Period, Permitted Dispositions, and Permitted Transfers provisions?including the requirements to qualify as a Permitted Transferee?expired under the defined Lock-Up Period, and no provision in the Standstill & Lock-Up Agreement limited or otherwise hindered the Piggyback Rights, the Demand Right or the Rule 144 covenants in the Investor Rights Agreement. In other words, as Weird Science's Merger Agreement Shares were freed from the Lock-Up Period, Weird Science was able to distribute Merger Agreement Shares to its members (Wittekind) and their Affiliates (the Trusts) as Permitted Transferees, successors and assigns with the full benefits of the Investor Rights Agreement without complying with Section 3 of the Standstill & Lock-Up Agreement. This is both the general and customary understanding of lock-up covenants, and it was the specific mutual understanding and intent of the parties in executing the Investor Rights Agreement and the Standstill and Lock-Up Agreement. 62. Weird Science, through its counsel Lowenstein Sandler, specifically understood and intended the Lock-Up Period, Permitted Dispositions, and Permitted Transfers provisions to apply only during the defined Lock-Up Period and not to hinder or otherwise limit the Piggyback Rights, the Demand Right or the Rule 144 covenants in the Investor Rights Agreement. Any argument that the members of Weird Science (including Wittekind) and the Affiliates of such

29 members (such as the Trusts) were only entitled to the Piggyback Rights, the Demand Right and the Rule 144 covenants if shares were distributed to them during the Lock-Up Period is objectively absurd, and Weird Science would never have (and no reasonable party ever would have) agreed to any such nonsensical limitation. II. Defendants Engaged in an Unlawful Scheme to Deprive Plaintiffs of their contractual rights to Liquidate the Merger Consideration. 63. Through the negotiations, it was apparent and explicit to everyone involved that Weird Science wanted liquidity for its Merger Agreement Shares. But Sindlev was against this: he believed that any public resales by Weird Science or its members or their Affiliates (which would require public reporting in SEC reports) under any circumstance would negatively impact the share price, and Sindlev was beholden to Company investors he convinced to buy at $8/share in the Private Placement that closed the same date as the closing under the Merger Agreement (February 16, 2018), with the promise of a $40/share price in 3-5 years. In negotiating the Investor Rights Agreement and the Standstill and Lock-Up Agreement, K&L Gates and Parker, advancing the agenda of Sindlev, were successful in convincing Lowenstein Sandler to back-off registration of resales of the Merger Agreement Shares within 30 days of closing by (1) emphasizing that Weird Science could sell under Rule 144 and representing that such resales would generate $3,040,000 of liquidity proceeds each 90 days and (2) professing that any Weird Science shares not sold under Rule 144 would be included in a later registration initiated by the Company under which Weird Science could piggyback. These representations baited Weird Science into signing the Merger Agreement and proceeding with the closing, while K&L Gates and Parker worked with Sindlev and Abildgaard to deprive the Plaintiffs of the very rights they had bargained for. 64. On information and belief, at or around the time of the 2017 LOI and through and after the closing under the Merger Agreement, Sindlev (as the Company's largest stockholder and

30 a director) directed K&L Gates, Parker, and Abildgaard to interfere with Plaintiffs' negotiated rights under the Investor Rights Agreement and the Standstill and Lock-Up Agreement to prevent them from reselling their shares in the public market. K&L Gates, Parker, and Abildgaard agreed with this objective, and together all Defendants engaged in several unlawful acts in furtherance of the conspiracy. An illustration of the motive for the conspiracy is what transpired with the 200,000 Company shares that were issued to Gumrukcu Health LLC (Gumrukcu Health) in exchange for services during 2017. 65. It was an express closing condition under the Merger Agreement that Gumrukcu have a reasonable opportunity to sell at least 175,000 of the shares held by Gumrukcu Health at a price not less than $8.00 per share (the same price the Company planned to sell shares in the Private Placement).13 Consistent with the motive for the conspiracy but inconsistent with the disclosures in the SEC reports (in this case the form of Merger Agreement that was attached to the January 17, 2018 Form 8-K), Sindlev, K&L Gates and Parker arranged to have Paseco, controlled by Abildgaard, purchase all 200,000 shares from Gumrukcu Health at $5.00 per share pursuant to a Stock Purchase Agreement dated February 16, 2018, the same date as the closing under the Merger Agreement and same date as the closing of the Private Placement. K&L Gates and Parker represented Paseco and Abildgaard in this purchase. The 200,000 shares were issued to Gumrukcu Health more than six months prior to the closing, so they were eligible for public resale under Rule 144 when they were privately sold to Paseco. The closing price of the Company stock on the date of the sale was $5.20, so a public resale under Rule 144 would have resulted in $40,000 of 13 K&L Gates resisted the inclusion of this provision before the Merger Agreement was signed on January 12, 2018. In Parker's January 3, 2018 email to Lowenstein Sandler, he wrote "[w]ith respect to Serhat's 200,000 shares, I thought we agreed that this would be handled separately and not included in the transaction documents . . ."

31 additional proceeds to Gumrukcu Health. Upon information and belief (a) Abildgaard solicited investors who purchased approximately 34,750 shares at $8.00 per share in the Private Placement and (b) none of these investors, or any other investors from the Private Placement (roughly 200 in total), were made aware that Paseco was purchasing 200,000 shares on the same date for $5.00 per share.14 Even when the SEC sent a comment letter to the Company on February 11, 2020 scrutinizing its $8.00 per share valuation of the shares issued under the Merger Agreement as of the February 16, 2018 closing date (pointing out the closing market price on such date was $5.20 and the excess was primarily attributable to in-process research and development (IPR&D)), the Company, in its response, touted the $8.00 price paid by the "approximately 200 non-related investors."15 But the Company failed to mention that a promoter involved in the Private Placement who was in possession of MNPI purchased 200,000 shares (a number equal to roughly 12% of the 1,677,130 shares sold in the Private Placement) for $5.00 per share on the same date. Upon information and belief, K&L Gates and Parker counseled the Company in its response to this SEC comment letter.16 The private sale from Gumrukcu Health to Paseco was not disclosed in any SEC reports or filings until Weird Science and Wittekind reported it in their filings under Section 13(d) and 16(a) under the 1934 Act. 14 Upon information and belief, Abildgaard (either individually or through Paseco) purchased 68,250 shares in the Private Placement at the $8.00 price, so he received 268,250 shares on February 16, 2018 at an effective per share price of $5.76 ($1,546,000/268,250), while the investors he solicited purchased 34,750 shares at a per share price of $8.00. 15 The Company's representation to the SEC that the 200 investors in the Private Placement were "non-related" was misleading. Upon information and belief, many of these investors were solicited by Abildgaard and Sindlev and some were relatives of Abildgaard and Sindlev. 16 It was only after the Company was facing public relations problems associated with May 2022 criminal charges brought against Gumrukcu and a June 2022 report published by short seller Hindenburg Research that the Company wrote down its IPR&D by $93,253,000 as of June 30, 2022.

32 66. Following this precursor, unlawful acts in furtherance of the conspiracy fell into three categories. The conspiracy has continued through the date of this First Amended Complaint. A. First, K&L Gates and Parker manipulated Plaintiffs into relying on them for legal advice and then misled Plaintiffs about their rights and the Company's obligations under the Investor Rights Agreement and the Standstill and Lock-Up Agreement. 67. After the closing under the Merger Agreement, K&L Gates and Parker built trust with Weird Science and Wittekind by creating an attorney-client relationship with them and offering legal advice on, among other things, the Investor Rights Agreement, the Standstill and Lock-Up Agreement and applicable securities laws and regulations. The Weird Science managers and members (including Wittekind) were inexperienced in dealing with publicly traded companies, and neither Weird Science nor its members had separate legal counsel on securities matters.17 K&L Gates and Parker knew this about Weird Science and Wittekind and exploited their lack of experience to distract and dissuade them from understanding and asserting their rights under the Investor Rights Agreement and the Standstill and Lock-Up Agreement. 68. On August 31, 2018, at the direction of Parker, K&L Gates lawyer John Scarborough (Scarborough)18 emailed Wittekind (with a copy to Parker): In connection [with] [the Company]'s approaching uplisting to Nasdaq, and our review of Weird Science's ownership in [the Company], there is a Form 3 filing with respect to your position as a manager of Weird Science. We have attached the documents we need from you, which are (i) a power of attorney to make filings 17 Relevant to this First Amended Complaint, Lowenstein Sandler represented Weird Science only with respect to the Merger Agreement transaction. Lowenstein Sandler was not retained by Weird Science as securities counsel, and Weird Science did not seek?and Lowenstein did not render?securities legal advice outside of the Merger Agreement transaction. 18 At all relevant times alleged in this First Amended Complaint, Scarborough was an attorney in K&L Gates' Miami office, working under the direction and supervision of Parker.

33 with the SEC on your behalf and (ii) the Form 3 filing that you will need to make, jointly with Carl [Sandler], as a manager of Weird Science. This email was misleading for two reasons. First, the Company's common stock had been registered under Section 12(g) of the 1934 Act since 2011, so the Form 3 requirement for Wittekind was triggered by Weird Science's beneficial ownership of more than 10% of the Company's outstanding common stock after giving effect to the closing under the Merger Agreement, not the subsequent "uplisting to Nasdaq." Second, this Form 3 was not just being filed "with respect to [Wittekind's] position as a manager of Weird Science" and "jointly with Carl [Sandler], as a manager of Weird Science," it was a joint filing to report beneficial ownership by three reporting persons: (1) Wittekind, as a manager of Weird Science; (2) Sandler, as a director of the Company and as a manager of Weird Science; and (3) Weird Science as the direct beneficial owner of more than 10% of the Company's common stock. K&L Gates was aware of the third important reporting principle because the box denoting a greater than 10% beneficial owner (box 4) was checked, indicating the form was reporting the ownership of the 17,545,283 Merger Agreement Shares that were issued to Weird Science at closing (denoted in Line 1 of Table I of the Form 3). Sandler was not copied on Scarborough's email even though Sandler was a signatory on the same form, both in his capacity as a director of the Company and as a manager of Weird Science. In furtherance of the conspiracy, K&L Gates failed to advise Wittekind that a Schedule 13D filing was also required. Since the joint Form 3 filing referenced in Scarborough's email checked the "10% owner" box, K&L Gates was obviously aware that the 5% threshold for a Schedule 13D had been triggered. Had K&L Gates, Parker and Scarborough advised Wittekind and Sandler to make the required Schedule 13D filing, the terms of the Investor Rights Agreement (including the Rule 144 covenants and the registration right covenants), as well as the Standstill and Lock-Up Agreement (including

34 the Weird Science change in control definition, the lock-up exception for public resales under Rule 144 after six months and the right to immediately adopt a 10b5-1 sales plan) would have been expressly described in a narrative under Item 6 of Schedule 13D (Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer), not buried in an incomplete exhibit, and each of Wittekind and Sandler would have been required to sign a certification stating "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." In other words, the provisions of the Investor Rights Agreement and the Standstill and Lock-Up Agreement, including the provisions that K&L Gates, at the behest of Sindlev, concealed from the Company's SEC filings, would have been placed right under the noses of Wittekind and Sandler to sign with a certification in a document to be filed with the SEC. The failure of K&L Gates to properly advise Wittekind and Sandler on the Schedule 13D requirement not only kept these provisions off the radar screen, it also placed Weird Science, Wittekind and Sandler at risk of potential noncompliance liability.19 69. The failure of K&L Gates to alert and advise Wittekind and Sandler of the Schedule 13D requirement cannot be chalked up to an oversight. K&L Gates and Parker advised RS Group and Sindlev in connection with the Merger Agreement, the Investor Rights Agreement and the Standstill and Lock-Up Agreement. RS Group filed a Schedule 13D on March 5, 2015, reporting its status as a greater than 5% beneficial owner. RS Group's execution and delivery of the Investor 19 In addition to the fiduciary duty K&L Gates owed to Wittekind in rendering legal advice, the Company had a contractual obligation with respect to all SEC filings required in connection with the Merger Agreement. In Section 6.11 of the Merger Agreement, the Company agreed to "make all filings and transmit all documents required under all federal and state securities laws and regulations with respect to the transactions contemplated by this Agreement, the Transaction Documents and all related agreements." The Transaction Documents included the Investor Rights Agreement and the Standstill and Lock-Up Agreement.

35 Rights Agreement and the Standstill and Lock-Up Agreement triggered a requirement for RS Group to file an amendment to its Schedule 13D "promptly" to report the material changes. Just like a Schedule 13D filed by Weird Science, Wittekind and Sandler would have required, a Schedule 13D amendment filed by RS Group and Sindlev would have required a narrative description of the Investor Rights Agreement and the Standstill and Lock-Up Agreement, including the provisions in the Standstill and Lock-Up Agreement that were concealed from the Company's January 17, 2018 Form 8-K. In furtherance of the conspiracy, upon information and belief, Sindlev, counseled by K&L Gates and Parker, failed to cause RS Group to file a Schedule 13D amendment to keep "out of sight and out of mind" the Rule 144 covenants and the registration right covenants under the Investor Rights Agreement and the lock-up exception for public resales under Rule 144 and the right to immediately adopt a 10b5-1 sales plan under the Standstill and Lock-Up Agreement. 70. The advice rendered by K&L Gates in connection with the Form 3 furthered the conspiracy for another significant reason. As of the date of Scarborough's August 31, 2018 email, more than six months had elapsed since the closing. As a result, Weird Science was then eligible to publicly resell shares pursuant to Rule 144, subject to the volume limitations for each 90-day period. This is precisely what Parker had emphasized as "$3,040,000 for [Weird Science] every 90 days" in response to liquidity concerns raised by Lowenstein Sandler during the pre-closing Merger negotiations. Despite (i) Parker's quantified liquidity proclamation (which was bolstered by Sindlev), (ii) the Rule 144 covenants in the Investor Rights Agreement and (iii) the lock-up exception in the Standstill and Lock-Up Agreement for Rule 144 sales after six months, K&L Gates failed to even mention Rule 144 in rendering the Form 3 advice to Wittekind. This willful concealment of what Parker himself had offered up as part of the overall bargain during the

36 negotiation was tortious conduct and a breach of fiduciary duty that K&L Gates owed to Wittekind in rendering advice in connection with the Form 3. 71. After the negotiations that took place prior to the closing, K&L Gates and Parker were aware there was a drastic conflict of interest between Sindlev (in his capacity as Company Chairman and as owner of RS Group) and Weird Science. Sindlev, on the one hand, was strongly opposed to any public resales by Weird Science and its members. Weird Science, on the other hand, was seeking as much liquidity as it could, as soon as it could. In rendering the Form 3 advice to Wittekind, K&L Gates and Parker never explained this conflict of interest or sought an informed waiver of it and never suggested that Wittekind seek advice from Lowenstein Sandler or other unconflicted legal counsel. Upon information and belief, these deficiencies were calculated and consistent with the conspiracy. Had Wittekind consulted with Lowenstein Sandler, they would have advised Wittekind that Weird Science had the contractual right to publicly resell as many shares as permitted under Rule 144 every 90 days, as promoted by Parker (and endorsed by Sindlev) during the negotiations. 72. Wittekind and Sandler ultimately executed powers of attorney, granting K&L Gates the authority to make SEC filings on their behalf (individually and on behalf of Weird Science). Wittekind and Sandler relied on K&L Gates to advise them of various SEC reporting requirements and to make SEC filings on behalf of Weird Science and its members. And K&L Gates did render such legal advice to Weird Science, Wittekind and Sandler and made SEC filings on their behalf several times, including in or about September 2018, January 2019, August 2019, June 2020, December 2020, January 2022, and May 2022. Not only was Weird Science permitted to publicly resell shares under Rule 144 during this entire period, but 50% of the Merger Agreement Shares issued to Weird Science at the closing (8,772,622 shares) were released from the lock-up on

37 February 16, 2019. In addition to failing to advise Wittekind and Sandler of Weird Science's right to sell as many shares as permitted under Rule 144 throughout this period, K&L Gates and Parker failed to alert them of the important Demand Right under the Investor Rights Agreement. 73. Having built an attorney-client relationship of trust with Weird Science, Wittekind and Sandler through advising them on SEC reporting requirements, K&L Gates and Parker began advising Weird Science, Wittekind and Sandler on broader issues, including their rights to sell their Merger Agreement Shares and other rights and obligations under the Investor Rights Agreement and the Standstill and Lock-Up Agreement. From Wittekind's point of view, K&L Gates and Parker jointly represented the Plaintiffs along with the Company (and others) on these issues. But unbeknownst to Wittekind, K&L Gates and Parker, in coordination with Sindlev and Abildgaard, intentionally sought to mislead the Plaintiffs through continued legal advice. 74. On or around January 3, 2019 and June 17, 2019, Sindlev caused his RS companies to exercise warrants, which triggered a tranche of Earn-Out Shares for Weird Science. In connection with each tranche of Earn-Out Shares, K&L Gates (Parker and Scarborough) notified Weird Science of their rights to Earn-Out Shares under the Merger Agreement and prepared and filed the corresponding SEC Form 4 filings in January 2019 and August 2019. 75. On or about October 9, 2019, Sandler contacted Parker to inquire about when and how Weird Science could sell their Merger Agreement Shares, and Wittekind emailed Parker to seek assistance with gifting Merger Agreement Shares to friends and family and transferring Merger Agreement Shares to the Trusts. Without clarifying his role as legal counsel for the Company and Sindlev or alerting Sandler and Wittekind that their inquiries would not be privileged or confidential, Parker readily offered legal advice and assistance on these issues but then turned around and leaked Wittekind and Sandler's inquiries to Sindlev. Sindlev in turn

38 immediately (on October 9) emailed Gumrukcu with a copy to Parker, seeking to persuade Gumrukcu to convince Wittekind and Sandler not to sell: "Dear Serhat, I have had a conversation with Clay about Carl & Anderson's call to Clay about selling some of their shares in [the Company]. First of all, I want to say, it's a super delicate time to sell any number of shares (not to say, publicly announce it). . . . They should talk to me and tell me what and how much they want to sell. I might be able to place the shares in a private placement with long-term investors. Then we satisfy Carl [Sandler] and Anderson [Wittekind]?and then it has no impact and negative down effect on the share price. . . . Lots of love, Rene Sindlev". 76. On October 10, 2019, Parker picked up on his email chain with Wittekind, who had specifically asked whether the Merger Agreement Shares were subject to transfer restrictions: "Anderson, The [Company] shares are for a US public company which is a ?C' corporation. The shares are currently restricted shares under the Securities Laws. I would be happy to discuss this directly with your [trust] lawyer if that would be helpful." When Wittekind followed up to confirm a portion of the shares had been unrestricted (referring to § 3.1(a) of the Standstill and Lockup Agreement, which released 50% of Weird Science's Merger Agreement Shares from the Lock-Up covenant on February 16, 2019), Parker responded: "Anderson, You are correct in that a portion of the shares are unrestricted from a contractual stand[point], however, they are ?Restricted Shares' from a Securities Law standpoint. You are able to transfer them, however, there are some restrictions on [the] sale by the transferee." Parker clarified in a follow-up email on the chain that he was referring to Rule 144. From the conversation with Wittekind and Sandler, Parker was aware that Weird Science wanted to sell shares. Parker was also aware that (a) the Standstill and Lock-Up Agreement permitted Weird Science to publicly resell shares under Rule 144 (the six-month holding period having long since elapsed); (b) the Investor Rights Agreement obligated the

39 Company to use commercially reasonable efforts to facilitate such Rule 144 resales, including the delivery of a legal opinion that Parker himself would be rendering as the Company's counsel; and (c) the Demand Right was available for 50% of the Merger Agreement Shares issued to Weird Science at the closing (a total of 8,772,622 shares). Once again, despite the obvious conflict of interest given Parker's status as counsel for the Company and Sindlev, he never clarified his role or alerted Wittekind to the conflict or the risks attendant to the lack of privilege or confidentiality, and he never advised Wittekind to seek advice from Lowenstein Sandler or other independent counsel. Parker intentionally made no mention of the Rule 144 covenants or the Demand Right under the Investor Rights Agreement because that may have resulted in Weird Science publicly reselling Merger Agreement Shares, and Parker?at the behest of Sindlev and Abildgaard?sought to deprive Weird Science, its members (such as Wittekind) and their Affiliates (such as the Trusts) and their successors and assigns of their rights under the Investor Rights Agreement to prevent any such public resale. 77. On or around February 16, 2020, the Lockup Period expired under § 3.1(b) of the Standstill and Lockup Agreement, and the remainder of Weird Science's Merger Agreement Shares were no longer subject to the restrictions under §§ 3.2 and 3.3 regarding Permitted Dispositions and Permitted Transfers. 78. On April 20, 2020, Sandler (with a copy to Wittekind and Gumrukcu) emailed Parker and Scarborough to notify them (and by extension, the Company) of Weird Science's intent to distribute shares to its members (Sandler, Wittekind, and Gumrukcu), and that each of them would initiate 10b5-1 plans (such plans meant to provide stockholders with an affirmative defense against any claims of trading on MNPI) so they could individually sell their respective Merger Agreement Shares. Sandler also requested a Rule 144 legal opinion from K&L Gates.

40 79. In response, Scarborough wrote (with a copy to Parker): "That sounds good. Thank you for looping us in, and we can certainly help. Given the complexity of the transactions, I thought it would be helpful to lay out a few points so everyone can be on the same page." Scarborough went on to explain certain logistics involving the physical stock certificates, distribution from Weird Science to the members, and the respective SEC Form 4 filings that K&L Gates would make on their behalf within 48 hours of the distribution. Despite the Rule 144 covenants in the Investor Rights Agreement that required the Company to deliver legal opinions, Scarborough explained that K&L Gates could not issue any legal opinions at that time but expected to be able to in or around May 18, 2020. Again, neither Parker nor Scarborough (a) clarified their role as counsel for the Company and Sindlev, (b) identified the conflict of interest, (c) explained the risks related to privilege and confidentiality or (d) advised Sandler or Wittekind to seek advice from Lowenstein Sandler or other independent legal counsel. In addition, neither Parker nor Scarborough made any mention of the Rule 144 covenants or the Demand Right under the Investor Rights Agreement (which by this time would have applied to all shares held by Weird Science as of such date, a total of 22,445,397 shares) that would have enabled Weird Science and its members (such as Wittekind) and their Affiliates (such as the Trusts), and their respective successors and assigns to publicly resell Merger Agreement Shares. Parker and K&L Gates' material omissions here were the result of their conspiracy with Sindlev and Abildgaard to deprive Weird Science, its members (such as Wittekind) or their Affiliates (such as the Trusts) of their rights under the Investor Rights Agreement to prevent any such public resale. 80. Between May 13, 2020 and May 30, 2020, Weird Science worked with K&L Gates and its broker J.P. Morgan to distribute the Merger Agreement Shares it had received at the closing pro rata to its members (Sandler, Wittekind, and Gumrukcu). Parker and Scarborough were copied

41 on all emails with Weird Science's broker at J.P. Morgan, which handled the transfer and re-issuance of the physical certificates in the names of the individual Weird Science members, and K&L Gates confirmed in writing that they were handling the SEC Form 3 and Form 4 filings on behalf of Weird Science, Sandler, Wittekind, and Gumrukcu.20 On or about May 29, 2020, Weird Science assigned 3,509,056 Merger Agreement Shares to Wittekind (in the pro rata distribution to the Weird Science members) with the full knowledge and understanding of Parker, K&L Gates and the Company. Knowing that Weird Science and its members were relying on K&L Gates and Parker, and even though K&L Gates was facilitating Weird Science's distribution of a portion of the Merger Agreement Shares to its individual members, Parker (again) intentionally made no mention of the Rule 144 covenants or the Demand Right or Piggyback Rights because K&L Gates and Parker were conspiring with Sindlev and Abildgaard to deprive Weird Science and its members of their rights under the Investor Rights Agreement to prevent them from publicly reselling shares. Again, in failing to give complete, non-misleading advice on this issue, neither Parker nor Scarborough clarified its role as counsel for the Company and Sindlev, disclosed the conflict of interest or advised the members of Weird Science to seek advice from Lowenstein Sandler or other independent counsel.21 20 In a May 22, 2020 email, Scarborough (with a copy to Parker) told Wittekind that K&L Gates would use the powers of attorney and EDGAR codes obtained for Wittekind and Sandler "when we made previous filings on your behalf as managers of Weird Science," and "[a]fter the distribution from Weird Science the [Form 4] filings will be made in your individual names." K&L Gates ultimately did not make any SEC filings on behalf of Wittekind and Sandler in June 2020, presumably due to SEC Rule 16a-13, which provides that no Form 4 is necessary to report a mere change in the form of beneficial ownership from indirect to direct. K&L Gates did, however, file the Form 3 on behalf of Gumrukcu. 21 Although Wittekind and the Trusts are clearly entitled to the registration rights under the Investor Rights Agreement (either as Permitted Transferees or as successors or assignees entitled to such rights), to the extent it is determined otherwise, given the legal advice rendered by K&L Gates in connection with the pro rata distribution to the Weird Science members, each such member would have a prima facie case of legal malpractice and gross negligence against K&L Gates for not

42 81. On May 27, 2020, Wittekind emailed Scarborough, notifying K&L Gates (and by extension, the Company) of his plan to transfer Merger Agreement Shares into certain of the Trusts and seeking legal advice and assistance in executing those transfers. On May 28, 2020, Scarborough replied (with a copy to Parker): "Hi Anderson, We would be happy to help get the shares split up into the [Trusts]. . . ." Scarborough went on to explain the logistics of these transfers and said: "I am assuming that the estate planning transfers will happen after the shares are distributed out of Weird Science, but please let me know if this is not the case. We will also have to make [SEC] filings to reflect all of this, but I am hoping we can combine as much as possible to reduce the number of filings that need to be made." Wittekind then coordinated a joint call with Scarborough, Parker and his broker at J.P. Morgan to coordinate the Trust transfers. 82. On June 26, 2020, the J.P. Morgan broker for Weird Science and Wittekind emailed Scarborough and Parker about the impending transfer of Merger Agreement Shares from Wittekind to his family and friends (as gifts) and to the Trusts. The J.P. Morgan broker specifically asked Scarborough and Parker whether the transfers required a legal opinion from K&L Gates stating that the law firm (on behalf of the Company) was giving permission for the transfers; how long the Merger Agreement Shares would be "restricted"; and what steps K&L Gates and the Company had taken to "clean" the restricted Merger Agreement Shares. On information and belief, Scarborough and Parker told or otherwise indicated to the J.P. Morgan broker that no legal opinion was required for the transfer from Weird Science to its members and that the Merger Agreement Shares would be restricted until sold under Rule 144. Again, neither Parker nor Scarborough mentioned possible resales under Rule 144 (including the Rule 144 covenants) or the available properly advising Weird Science and its members of the risk that the pro rata distribution could have disqualified the members from asserting the registration rights.

43 Demand Right under the Investor Rights Agreement. And again, neither Parker nor Scarborough identified the conflict of interest with the Company and Sindlev. 83. On June 29, 2020 and July 3, 2020, Sandler emailed Scarborough, asking for legal advice on Sandler's 10b5-1 plan under which he sought to sell the Merger Agreement Shares distributed to him from Weird Science. On July 4, 2020, Scarborough replied: "Hi Carl, . . . I think there is still some confusion with the concept of the 10b-5 plan and selling shares, so I figured it would be helpful if I just summarize a few legal points as to ?affiliate'' (including yourself as a director) sales of stock, which I think should clear up a lot of your questions." Scarborough then went on for several paragraphs advising Sandler on both 10b5-1 and Rule 144 restrictions, after which Scarborough concluded: "There is no other legal way for an affiliate to sell shares through a broker other than in this [Rule 144] manner." Scarborough made no mention of the available Demand Right or, more importantly in this instance, the Piggyback Rights, even though on July 4, 2020, K&L Gates was already counseling the Company in connection with the 2020 Lincoln Park RRA that was signed just four days later on July 8, 2020, with the July 2020 Registration Statement (under which Plaintiffs were entitled to include all or any portion of their Merger Agreement Shares) being filed on July 13, 2020 (discussed more in Section III.A below).22 Consistent with the conspiracy and prior advice rendered by K&L Gates to Wittekind and Weird Science, Scarborough never clarified his role as counsel for the Company and Sindlev, never identified or sought an informed waiver of the conflict of interest, and never advised Sandler to seek advice from Lowenstein Sandler or other independent legal counsel. 22 Parker and K&L Gates presented the Company with the opportunity leading up to the July 2020 Registration Statement on or before July 2, 2020, when a slide deck was circulated to the Company's board.

44 84. On or about July 28, 2020, Wittekind assigned 633,921 Merger Agreement Shares to the Wittekind 2020 Annuity Trust. On August 24, 2020, Wittekind notified Scarborough, Parker and the Company's Chief Financial Officer Luisa Puche that, following the assignment, he had initiated the transfer of the stock in the name of the Wittekind 2020 Annuity Trust and asked: "What do we need to provide for disclosure purposes etc?" Wittekind thereafter provided the requested information to Scarborough, Parker and Puche. Wittekind similarly gave notice to Scarborough, Parker and/or the Company of each subsequent assignment of Merger Agreement Shares from Wittekind to the Trusts: on or about October 28, 2020, Wittekind assigned 450,568 Merger Agreement Shares to the Dybul Annuity Trust; on or about February 21, 2021, he assigned 50,000 Merger Agreement Shares to the Mabry Annuity Trust; and on or about December 14, 2021, he assigned 366,079 Merger Agreement Shares to the Wittekind 2021 Annuity Trust. 85. On or about October 24, 2020, Wittekind prepared a draft 10b5-1 sales plan through his broker at J.P. Morgan.23 Consistent with the incorrect and misleading advice from K&L Gates, Wittekind understood that he and his spouse Gumrukcu could only resell without registration under Rule 144 (and its corresponding limitations), and Wittekind prepared the draft 10b5-1 plan to reflect this misunderstanding. Wittekind sent the draft plan to Scarborough and 23 As described elsewhere in this First Amended Complaint, the Standstill and Lock-Up Agreement signed at the closing contained a provision expressly providing that Weird Science could adopt a 10b-5 sales plan immediately, so long as no sales were made until six months after the closing. This provision was never disclosed in the Company's SEC reports. Upon information and belief, the Company, counseled by K&L Gates and Parker, intentionally concealed this provision to prevent the Plaintiffs from adopting a 10b-5 plan and selling shares under Rule 144 much sooner.

45 Parker (with a copy to Puche) seeking approval of the sales plan.24 On October 26, 2020, Scarborough responded, making no mention of the Rule 144 covenants or the available Demand Right or Piggyback Rights, even though by this time the Company had already filed the July 2020 Registration Statement under which Plaintiffs were entitled to include all or any portion of their Merger Agreement Shares (discussed more in Section III.A below). Consistent with the conspiracy and prior advice rendered by K&L Gates, Scarborough never clarified his role as counsel for the Company and Sindlev, never identified or sought an informed waiver of the conflict of interest and never advised Wittekind to seek advice from Lowenstein Sandler or other independent legal counsel. 86. From at least September 2018 through June 21, 2022,25 Parker and K&L Gates had an express and implied attorney-client relationship with the Plaintiffs, in which the Plaintiffs sought, and Parker and K&L Gates rendered, legal advice on SEC reporting requirements regarding the Merger Agreement Shares, broader securities laws and regulations, and the Plaintiffs' rights and obligations under the Investor Rights Agreement and the Standstill and Lock-Up Agreement. K&L Gates and Parker readily offered this legal advice and often did so preemptively, without any request by the Plaintiffs. As a result, it was reasonable for the Plaintiffs 24 As Gumrukcu's spouse residing in the same household, Wittekind was subject to the Company's insider trading policy, which required advance Company approval of any 10b5-1 sales plan involving the Company's shares. 25 The relationship between the Plaintiffs and the Company began to fall apart in late May 2022 after criminal charges were brought against Gumrukcu and a report was published by short seller Hindenburg Research. June 21, 2022 was the first and only time K&L Gates and Parker clarified that they only represented the Company (and not any Plaintiffs). Even this clarification was deficient because it was directed to a representative of the transfer agent (not a confidential communication to any of the Plaintiffs), and K&L Gates and Parker were representing RS Group and Sindlev, not the Company, in the applicable transaction for which Parker finally decided clarification was necessary.

46 to rely on this advice, and K&L Gates and Parker either knew or should have known that the Plaintiffs were relying on this advice. At all relevant times, K&L Gates and Parker intentionally offered Plaintiffs the legal advice described herein and never said or implied that K&L Gates and Parker only represented the Company, Sindlev or Abildgaard to the exclusion of or in conflict with the Plaintiffs, or that Plaintiffs should have consulted or retained independent counsel about any of these issues, as required by the Florida Rules of Professional Conduct applicable to Scarborough and Parker.26 B. Second, Sindlev and Abildgaard manipulated Plaintiffs into believing that their rights under the Investor Rights Agreement and the Standstill and Lock-Up Agreement were subject to the Company's discretion. 87. As K&L Gates and Parker improperly concealed the rights of the Plaintiffs to sell under Rule 144 and the Plaintiffs' registration rights (including concealment from the Company's SEC reports), Sindlev and Abildgaard worked a different angle. Knowing that Plaintiffs viewed them as the controlling arms of the Company, Sindlev and Abildgaard manipulated Plaintiffs into believing they (Sindlev and Abildgaard) needed to approve any sale of restricted securities under Rule 144 before K&L Gates would issue a legal opinion to the transfer agent that the applicable resales were exempt from registration under the 1933 Act. 26 See Florida Rules Regulating the Florida Bar, Chap. 4, Rules of Professional Conduct 4-1.13(a), (d) and Comment ("A lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents. . . . In dealing with an organization's directors, officers, employees, members, shareholders, or other constitutes, a lawyer shall explain the identity of the client when the lawyer knows or reasonably should know that the organization's interests are adverse to those of the constituents with whom the lawyer is dealing. . . . There are times when the organization's interest may be or becomes adverse to those of 1 or more of its constituents. In such circumstances the lawyer should advise any constituent whose interest the lawyer finds adverse to that of the organization of the conflict or potential conflict of interest that the lawyer cannot represent such constituent and that such person may wish to obtain independent representation.")

47 88. As set forth above (see supra ¶ 75), on or around October 9, 2019, Sandler and Wittekind contacted Parker to inquire about when and how Weird Science could sell their Merger Agreement Shares. Parker turned around and leaked the inquiries to Sindlev, who in turn immediately emailed Gumrukcu (with a copy to Parker) to pressure Wittekind and Sandler not to sell any shares. This scenario was common. Starting with the shares that were privately sold by Gumrukcu Health to Paseco on the date of the closing under the Merger Agreement and the Private Placement and at every opportunity thereafter, Sindlev and Abildgaard implored Weird Science and its members and their affiliates that any public sale of RENB Shares by an insider (which requires a public reporting of the sale on SEC Form 4s) would negatively impact the share price,27 and that any such public sales should be delayed until the amorphous "right time." Plaintiffs in turn sought to appease Sindlev and Abildgaard, believing that they (Sindlev and Abildgaard) had to bless any Rule 144 legal opinions by K&L Gates and therefore could interfere or block any sale of Merger Agreement Shares under Rule 144. Of course, the opposite is true. As described throughout this First Amended Complaint, the Rule 144 Covenants that were concealed from the Plaintiffs obligated the Company to use commercially reasonable efforts to "fully cooperate" with resales under Rule 144, "including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to [the Company's] transfer agent . . ." There is no discretion for the Company, no discretion for K&L Gates or Parker, and certainly no discretion for Sindlev or Abildgaard. 27 As described above (see supra ¶ 63), Sindlev and Abildgaard convinced approximately 200 investors to buy into the Company at $8/share with the promise of a $40/share price return within 3 years. This, however, did not stop Abildgaard from taking advantage of Gumrukcu Health and the investors he solicited by buying shares at $5.00 on the same date.

48 89. Another way Sindlev and Abildgaard interfered with Plaintiffs' ability to liquidate their Merger Agreement Shares was with respect to their 10b5-1 plans. Each Weird Science member, including Wittekind, prepared a 10b5-1 plan. As referenced above, based on the incorrect and misleading advice of K&L Gates, Wittekind's draft plan assumed he and Gumrukcu could only sell Merger Agreement Shares under Rule 144, which has strict volume limitations. Wittekind's November 2020 draft 10b5-1 plan, therefore, covered only the sale of 300,000 shares with a minimum sale price of $6/share (meaning Wittekind and Gumrukcu could only sell if the RENB share price was $6/share or more). As referenced above, given his status as Gumrukcu's spouse, the Company's insider trading policy required the 10b5-1 plan be approved by the Company and input was sought and provided by K&L Gates in satisfaction of the insider trading policy.28 Upon learning of Wittekind's $6 limit price, Sindlev and Abildgaard manipulated Wittekind into increasing the plan's minimum sale price to $40/share. On information and belief, Sindlev and Abildgaard's pressure on Wittekind was intended to make it impossible or at least highly unlikely that he could ever sell his Merger Agreement Shares under Rule 144 (consistent with the objective of the conspiracy). Again, wanting to appease Sindlev and Abildgaard given the Rule 144 restrictions, Wittekind reluctantly agreed to their intimidation and demands. On or 28 Among other things, the Company's insider trading policy provides that in connection with a 10b-5 plan adopted by a "restricted employee," the Company "will want to: 1. Review the Proposed Arrangement . . . 2. Add additional safeguards . . . 3. Consider a public announcement . . . 4. Establish Section 16, Rule 144 etc. Procedures with Parties . . ."

49 around November 19, 2021, Wittekind and Gumrukcu executed a 10b5-1 plan to sell 300,00029 shares at a $40/share limit price.30 90. Sandler, then a manager of Weird Science and a director of the Company, also adopted a 10b5-1 plan on or around November 19, 2021, which had a $9/share limit price for 50,000 RENB Shares. Unlike Wittekind, Sandler did not share his plan with Sindlev or Abildgaard, and such plan resulted in Sandler selling approximately 8,719 RENB Shares on February 18, February 23, and March 22, 2022 under Rule 144. Consistent with Sandler's 10b5-1 plan, the sale prices were between $9.00 and $9.06 per share, with all transactions reported on SEC Form 4s. When Sindlev and Abildgaard found out, they were livid: after each of Sandler's transactions, Sindlev or Abildgaard sent aggressive and intimidating emails to Weird Science and their members, warning them against any public sale of their Merger Agreement Shares. On March 25, 2022, following retaliatory pressure from Sindlev and Abildgaard (because of his lawful Rule 144 sales that the Company was contractually obligated to facilitate), Sandler resigned his positions as a Weird Science manager and a Company director. 91. In furtherance of the conspiracy, and to counter Sandler's public resales of Merger Agreement Shares (and public reporting of those resales), Sindlev and Abildgaard took steps to 29 At the time, the 300,000 shares reflected roughly only 1.6% of the Merger Agreement Shares beneficially owned by Wittekind and Gumrukcu (including shares held by Wittekind as sole trustee of the Trusts). 30 At this time, the Company had already filed the July 2020 Registration Statement without giving Weird Science and Wittekind their contractual notice of Piggyback Rights. Had the Company given such notice, everything would have played out differently: Wittekind and Weird Science would have included all or substantially all their shares in the registration statement, while reserving the right to sell shares under Rule 144, and Wittekind would not have been beholden to the manipulative and intimidating demands of Sindlev and Abildgaard. Thus, had the Company not breached the Investor Rights Agreement and had Sindlev and Abildgaard not manipulated and intimidated Wittekind, the 10b5-1 sales plan of Wittekind and Gumrukcu would have looked entirely different (both with respect to the number of shares and the limit price).

50 further mislead investors and the market with respect to the value of the Company's common stock. In or around April 2018, Sindlev (through RS Group) and Abildgaard had invested in a joint venture (GWRS Holdings LLC) with Gumrukcu and Wittekind, wherein RS Group loaned $1 million to GWRS Holdings. After Sandler's February 2022 public resales, Sindlev wanted Gumrukcu to personally repay the loan (even though Gumrukcu was neither the creditor nor guarantor for the loan) with Company common stock, so that Sindlev in turn could report the purchase on an SEC Form 4. According to Sindlev and Abildgaard, such a purchase by the Company Chairman "will look very good," and an "sec filing asap" reporting the Chairman acquiring shares would be "a very helpful counter announcement" to Sandler's sales. Wanting to please Sindlev and Abildgaard, Gumrukcu agreed. Sindlev proclaimed in an email that, with respect to the transfer of shares, "we don't need to write for what [on the Form 4]." On May 20, 2022, with the assistance of Parker and K&L Gates, Sindlev filed a Form 4 reporting that he "purchased" 128,493 shares of common stock through RS Group for $8.00 per share on May 18, 2022. 92. As Sindlev, Parker, and K&L Gates were obviously aware, RS Group was not purchasing shares but accepting shares in exchange for RS Group's discharge of the loan made to GWRS Holdings. There was meant to be a simultaneous purchase of 125,000 shares by RS Arving, another Danish holding company controlled by Sindlev, for $1 million in cash on the same date. The distinction between the proposed cash purchase by RS Arving and the proposed debt satisfaction owed to RS Group was made in the pre-clearance forms submitted under to the Company's Insider Trading Policy on or around May 18, 2022. In those pre-clearance forms, Sindlev (through an RS Group associate) designated the RS Arving transaction as "PURCHASES" and the RS Group transaction as "OTHER." Sindlev's Form 4 (prepared by Parker and K&L

51 Gates), on the other hand, used the transaction code "P" (for purchase, see Form 4 Column 3 of Table I) for both transactions. The closing price of the common stock on May 18, 2022 was $5.91, and yet Sindlev's Form 4 reflected an $8/share price. Thus, this is just like the February 2018 Private Placement for which Sindlev and Abildgaard solicited investors to buy in at $8/share while at the same time Abildgaard/Paseco secretly purchased 200,000 Gumrukcu Health shares for $5/share. Here, Sindlev and his RS companies intentionally misled investors and the market that he was purchasing (using cash) 253,493 shares at an inflated price of $8/share when more than half those shares involved no exchange of money at all.31 C. Third, the Company (with the help of K&L Gates and Parker) concealed material information about the Investor Rights Agreement and the Standstill and Lock-Up Agreement from the Company's SEC reports. 93. As part of the conspiracy to deprive the Plaintiffs of their rights under the Investor Rights Agreement, the Company, counseled by K&L Gates, took steps to mislead the Plaintiffs and the public market about those same rights. 94. As mentioned above, the Company never disclosed the provisions that were added to the Standstill and Lock-Up Agreement after the Company filed its Form 8-K on January 17, 2018. As a result, the market was never informed of (a) the definition of a change in control of Weird Science that would have resulted in a breach of the lock-up covenant; (b) the exception to 31 These transactions were ultimately cancelled, and no shares or cash was transferred between Sindlev (or his RS companies) and Gumrukcu. On July 18, 2022, almost two months after the filing of the misleading Form 4, Sindlev filed another Form 4 to disclose that the proposed transaction with RS Group was "to satisfy a debt owed to the reporting person," using the transaction code "J" (to report "other transaction), but the transaction was cancelled. Even this corrected disclosure was inaccurate because the GWRS Holdings debt was owed to RS Group, not Sindlev, who was the only reporting person on the Form 4. Notably, while K&L Gates and Parker prepared and filed a Form 4 on behalf of Gumrukcu on May 20, 2022, they failed to file an amended Form 4 confirming that the transactions with respect to Gumrukcu were cancelled and (despite their obvious attorney-client relationship with Gumrukcu) never advised him that such an amended was required.

52 the lock-up covenant for market transactions (i.e., public resales) by Weird Science and RS Group under Rule 144 after six months; or (c) the right of Weird Science to adopt a 10b5-1 sales plan immediately after the closing so long as no sales were effected until six months after the closing.32 Upon information and belief, the Company, counseled by K&L Gates and Parker, intentionally concealed this information for the same reason K&L Gates failed to advise Weird Science and RS Group to file a Schedule 13D?to keep the provisions out of sight and out of mind and to minimize the risk that Weird Science and its members would seek to enforce their rights to resell the Merger Agreement Shares. Upon information and belief, Sindlev instructed K&L Gates to conceal the change in control definition so that Sindlev could assert influence over Gumrukcu to dissuade Weird Science, Wittekind and Sandler from selling shares. 95. Under Item 601(b)(10)(i) of Regulation S-K,33 the Company is required to include "[e]very contract not made in the ordinary course of business that is material to the registrant and is to be performed in whole or in part at or after the filing of the registration or report" as an exhibit to each Form 10-K filing. 96. As required, the Investor Rights Agreement and the Standstill and Lock-Up Agreement were both included as material contracts in the Company's first two Form 10-Ks filed after the closing under the Merger Agreement (filed on October 10, 2018 and September 30, 2019, respectively). However, the Company removed both agreements from the list of material contracts in the Form 10-K filed on September 23, 2020 while adding the 2020 Lincoln Park RRA and the 32 Upon information and belief, had these provisions been included in the Standstill and Lock-Up Agreement that was filed with the Company's SEC reports, Weird Science would have (a) adopted a 10b5-1 plan during the six-month window after the closing and (b) started selling under Rule 144 after six months in accordance with the 10b5-1 plan to obtain the "$3,040,000" of liquidity every 90 days that was promoted by Parker and endorsed by Sindlev during the negotiations. 33 See 17 CFR 229.601(b)(10)(A).

53 Purchase Agreement governing the 2020 Lincoln Park ELOC to the list. The removal of the Investor Rights Agreement and the Standstill and Lock-Up Agreement from the Form 10-K filed on September 23, 2020 was a serious and blatant violation of SEC regulations and, upon information and belief, was calculated to conceal the Demand Right and the Piggyback Rights in the Investor Rights Agreement in furtherance of the conspiracy. 97. As referenced elsewhere in this First Amended Complaint, the July 2020 Registration Statement was filed with the SEC on July 13, 2020 and became effective on July 20, 2020. Under the Investor Rights Agreement, the Piggyback Rights entitled Weird Science and Wittekind to include all or any portion of their Merger Agreement Shares in the July 2020 Registration Statement. Upon information and belief, the Company, counseled by K&L Gates and Parker, removed the Investor Rights Agreement and the Standstill and Lock-Up Agreement from the list of material contracts not only to conceal the Demand Right and the Piggyback Rights from the Plaintiffs, but to conceal such rights from potential equity financing sources as well as the public market in general. 98. As a smaller reporting company, the Company was not required to include risk factor disclosure in the Form 10-Ks filed on October 10, 2018 and September 30, 2019. However, the July 2020 Registration Statement on Form S-3 required risk factor disclosure in accordance with Item 105 of Regulation S-K.34 The Piggyback Rights and the Demand Right were, and continue to be, fundamental risk factors for any investor in the Company's stock for the precise reason Parker articulated in his January 3, 2018 email: an overhang on the market or an imbalance on the sell side [] could put downward pressure on the price. Rather than comply 34 One of the benefits of a Form S-3 registration statement is to ability to "incorporate by reference" SEC reports filed by the issuer, including Form 10-K reports.

54 with the SEC disclosure regulation of Form S-3 and Item 105 of Regulation S-K, which required disclosure that the Plaintiffs had Piggyback Rights and the Demand Right, the Company, counseled by K&L Gates and Parker, included a misleading boilerplate risk factor that read "[a] significant portion of our Common Stock is held in restricted form, and consequently a minority of our outstanding Common Stock actively trades in the public markets. Sales of a substantial number of such shares of our Common Stock in the public market could occur at any time. While a large majority of such shares are unregistered and subject to volume restrictions on sale pursuant to Rule 144 under the Securities Act, these restrictions could be lifted if any of our stockholders ceased to be bound by such restrictions." The failure to reference the Piggyback Rights and the Demand Right was a serious and blatant violation of Rule 408(a) under the 1933 Act35 because Weird Science and its members not only had the right to piggyback into the subject Form S-3, but they also had the right to demand an immediate registration of all their shares of Common Stock. The July 2020 Registration Statement expressly incorporated the Company's Form 10-K filed on September 30, 2019 by reference into the Form S-3, so the Investor Rights Agreement, which was included as an exhibit in the September 30, 2019 10-K, was part of the Form S-3 itself. In addition, the Company's proxy statement filed on May 22, 2020, disclosing Weird Science as the direct owner of 22,445,397 shares (48.27%), was also expressly incorporated by reference into the July 2020 Registration Statement. At the $4.11 closing price on the July 20, 2020 effective date of the July 2020 Registration Statement, a sale of all 22,445,397 Weird Science shares would have resulted in gross proceeds of $92,250,582. The Company's disclosure of a risk 35 See 17 CFR § 230.408(a) ("In addition to the information expressly required to be included in a registration statement, there shall be added such further material information, if any, as may be necessary to make the required statements, under the circumstances under which they are made, not misleading.")

55 that insiders may cease to be subject to Rule 144 volume limits without mentioning that a principal stockholder has the right to include 48.27% of the Company's outstanding stock in the current registration or a separate demand is unequivocally misleading. 99. Once again, this colossal omission cannot be chalked up to an oversight. When the Company had an opportunity to clean this up in the Form 10-K it filed on September 23, 2020, it took a drastic step in the other direction in furtherance of the conspiracy. Rather than modify the risk factor to make it accurate by referencing the Piggyback Rights and the Demand Right, the Company, counseled by K&L Gates and Parker, decided to simply remove the Investor Rights Agreement and the Standstill and Lock-Up Agreement from the list of material contracts,36 hoping that nobody would notice. Until Plaintiffs' counsel notified Parker of this violation on December 28, 2022, nobody did. 36 The status of the Investor Rights Agreement and the Standstill and Lock-Up Agreement as material contracts under Item 601(b)(10)(i) as of September 23, 2020 is not a topic subject to reasonable debate. The Demand Right alone gave the Plaintiffs the right to demand an immediate registration of a total of up to 18,744,226 Merger Agreement Shares (4,900,114 held by Weird Science, 3,398,056 held by Wittekind and 10,446,171 held by Gumrukcu), comprising approximately 40.2% of the Company's 46,636,976 outstanding shares, all as of October 21, 2020 as reported in the Company's Form 10-K/A filed on October 28, 2020. Based on the closing price of the RENB Shares on such date ($3.36), the aggregate notional price for the shares subject to the Demand Right was $62,980,599, more than three times the $20 million aggregate amount of the shares subject to the 2020 Lincoln Park RRA, which the Company and K&L Gates deemed to be a material contract under Item 601(b)(10)(i). Even if one accepts the erroneous proposition that the shares held by Wittekind, the Trusts and Gumrukcu were not entitled to the Piggyback Rights and the Demand Right, the 4,900,114 Weird Science shares themselves accounted for 10.5% of the Company's outstanding with a notional sale price of $16,464,383 (4,900,114 x $3.63). Although that is slightly less than the $20 million amount of the 2023 Lincoln Park ELOC, in this hypothetical comparison (for illustration purposes only) the $16,464,383 could be sold pursuant to the Demand Right in one transaction, while the 2023 Lincoln Park ELOC had significant limits on the number of shares that could be sold, including an overall limit to prevent Lincoln Park from owning more than 9.9% of the outstanding RENB Shares. As for the Standstill and Lock-Up Agreement, the standstill covenant binding Weird Science remained effective through February 16, 2022.

56 100. Upon information and belief, K&L Gates and Parker were likely aware that, under Section 408 of the Sarbanes-Oxley Act,37 the SEC is required to review each public company's reports (including Form 10-Ks) at least once every three years. Since the SEC reviewed and commented on the Company's Form 10-K filed on September 30, 2019 (for which the SEC sent the Company a comment letter on February 11, 2020), there was an extremely low risk that the SEC would review the Form 10-K filed on September 23, 2020 and uncover the Item 601(b)(10)(i) deficiency. The improper removal of the Investor Rights Agreement and the Standstill and Lock-Up Agreement also evaded the detection of H.C. Wainwright & Co., the placement agent in the $29 million RDO that was announced on June 14, 2021 and closed on June 16, 2021 for $7.50 per share, as well as the investors who signed purchase agreements in the RDO. Upon information and belief, the removal of the Investor Rights Agreement went unnoticed because the Form 10-K filed on September 23, 2020 (and the exhibit list of material contracts included therein) was the most recent annual report at the time of the closing of the RDO. Since the Form 10-K that was filed on September 23, 2020 was incorporated by reference into the July 2020 Registration Statement, this Form S-3 failed to include all required information at the time the Rule 424(b)(5) prospectus supplement was used to sell the shares to the investors in the RDO.38 101. As of the date of this First Amended Complaint, the Company has still not corrected this significant SEC reporting deficiency. III. As an Objective of the Unlawful Scheme, the Company Breached the Investor Rights Agreement by Intentionally Failing to Give Notice of the Piggyback Rights Twice and Took Steps to Breach the Agreement for a Third Time. 37 See 15 USC § 7266. 38 The date of that prospectus supplement was June 14, 2021.

57 A. At the time of the July 2020 Registration Statement, Weird Science and Wittekind Were Holders of Registerable Securities and Entitled to Notice of Their Piggyback Rights. 102. On July 13, 2020, the Company filed an S-3 Registration Statement to register up to $50 million of Company common stock for sales to the public in a shelf registration under Rule 415 (Registration No. 333-239837), which became effective on July 20, 2020. This was a "Registration Statement" within the meaning of Section 7.2(c) of the Investor Rights Agreement, triggering the Company's contractual obligation to give Holders of Registrable Securities written notice of the Piggyback Rights no later than June 13, 2020, the first "date of determination" under Section 7.1 of the Investor Rights Agreement. 103. As of June 13, 2020, Weird Science held 4,900,114 RENB Shares and was entitled to receive up to an additional 1,374,748 RENB Shares as Earnout Stock, and Wittekind held 3,509,056 RENB Shares that were assigned to him by Weird Science in a pro rata distribution to its members on or about May 29, 2020, just 15 days before the Company's deadline to give contractual notice of the Piggyback Rights. At the time, all such shares were Merger Agreement Shares and therefore Registrable Securities, and none of the three events that could disqualify Merger Agreement Shares as Registrable Securities had occurred with respect to such shares. Separately, Wittekind was a Holder himself by virtue of being a Permitted Transferee, a successor, and/or assignee to whom the Piggyback Rights had inured. Weird Science and Wittekind therefore were contractually entitled to written notice of their Piggyback Rights and an opportunity to include all or any portion of their 9,783,918 RENB Shares in the July 2020 Registration Statement.39 39 This includes the additional 1,374,748 RENB Shares of Weird Science Earnout Stock even though such Earnout Stock was not yet issued. See SEC Compliance & Disclosure Interpretation ("C&DI") 116.05 ("Question: May resales of earnout shares to be issued in connection with [a]

58 104. The Company, K&L Gates, Parker, Sindlev, and Abildgaard were each specifically aware of the Piggyback Rights and Weird Science and Wittekind's desire to register and sell their Merger Agreement Shares, and yet the Company and K&L Gates never provided the requisite written piggyback notice at least 30 days in advance of the July 2020 Registration Statement.40 As Defendants' intentionally sought to deprive Weird Science and Wittekind of their Piggyback Rights, the Company never sought or obtained any waivers of such registration rights under § 8.1 of the Investor Rights Agreement. 105. Though irrelevant to the issue of the Company's breach, neither Weird Science nor Wittekind had actual or constructive knowledge of the July 2020 Registration Statement or their contractual Piggyback Rights to include their RENB Shares in the July 2020 Registration Statement. As described herein, Weird Science and Wittekind were relying on K&L Gates as counsel to advise them appropriately on their rights under the Investor Rights Agreement (as K&L Gates had previously done), and Weird Science and Wittekind had no reason to believe the Company or K&L Gates would withhold the required written notice of the Piggyback Rights. While Sandler may have signed the July 2020 Registration Statement as a Company Board merger be registered on Form S-3 pursuant to General Instruction I.B.3 after consummation of the merger, even though the shares have not been earned and are not outstanding at the time the registration statement is filed? Answer: Yes.") Alternatively, the Company would have been obligated to file an additional registration statement to register such 1,374,748 RENB Shares upon their issuance under Section 7.3(c) of the Investor Rights Agreement. 40 Had the Company given Weird Science the required written notice for the July 2020 Registration Statement but taken the tenuous position that Wittekind was not entitled to the Piggyback Rights, Wittekind could have (and would have) easily assigned his RENB Shares back to Weird Science for the purpose of including them in the July 2020 Registration Statement, as Weird Science by definition under the Investor Rights Agreement was a Holder any time it holds Registrable Securities. Proper notice of the Piggyback Rights to Weird Science required the Company to effectively give notice to Wittekind individually, and Wittekind therefore could have (and would have) taken all necessary steps to avail himself of his valuable Piggyback Rights.

59 member, he did not understand or appreciate that the Form S-3 triggered the Piggyback Rights under the Investor Rights Agreement (any notice of Piggyback Rights would have been accompanied with an instruction to notify the Company within 10 days of an election to have shares included, with the number of shares to be so included); his signing of the July 2020 Registration Statement did not waive or otherwise affect the Piggyback Rights afforded to Holders of Registerable Securities; and he neither intended to waive nor had the sole authority on behalf of Weird Science to waive any notice required under the Investor Rights Agreement. 106. Had the Company or K&L Gates provided the contractually required written notice, such notice would have gone to Lowenstein Sandler41 and each of the Weird Science members individually (as required in Section 8.2 of the Investor Rights Agreement), and Weird Science and Wittekind would have had an opportunity to consider and seek counsel on the Piggyback Rights. Consistent with their long-time and vocal desire to register and sell their Merger Agreement Shares, had Weird Science and Wittekind been given the required Piggyback Notice, they would have availed themselves of the opportunity to include their Merger Agreement Shares in the July 2020 Registration Statement and resell them publicly from time to time without the Rule 144 restrictions during the effective period of the July 2020 Registration Statement (in accordance with all other applicable SEC regulations). 107. During the effective period of the July 2020 Registration Statement, RENB Shares traded at a high price of $13.78 per share. As a result of the Company's breach of the Piggyback Rights notice requirements under the Investor Rights Agreement, Weird Science and Wittekind 41 The notice provisions of the Investor Rights Agreement required that a copy be sent to Lowenstein Sandler. Had that notice been given, Lowenstein Sandler would have been armed with the information necessary to properly counsel Weird Science and its members with unconflicted advice.

60 were deprived of the opportunity to include their Merger Agreement Shares in the July 2020 Registration Statement and resell all or any portion of such Merger Agreement Shares in the public market at the prevailing prices during the registration statement's effective period. B. At the time of the February 2022 Registration Statement, Weird Science, Wittekind, and the Trusts Were Holders of Registerable Securities and Entitled to Notice of Their Piggyback Rights. 108. On February 11, 2022, the Company filed an S-3 Registration Statement to register up to $100 million of Company common stock for sale to the public in a shelf registration under Rule 415 (Registration No. 333-262673), which became effective on March 8, 2022. This too was a "Registration Statement" within the meaning of Section 7.2(c) of the Investor Rights Agreement, triggering the contractual requirement that the Company give written notice of the Piggyback Rights no later than January 12, 2022, the second "date of determination" under Section 7.1 of the Investor Rights Agreement. 109. As of January 12, 2022: ? Weird Science held 4,961,363 Merger Agreement Shares and was entitled to receive up to an additional 1,216,467 Merger Agreement Shares as Earnout Stock; ? Wittekind held 2,623,484 Merger Agreement Shares, 1,719,467 of which were assigned to him by Weird Science in a pro rata distribution to its members on or about May 29, 2020 and 904,017 of which were assigned to Wittekind from his spouse (Gumrukcu) on or about December 14, 202042; 42 Wittekind's spouse received such 904,017 ENOB Shares directly from Weird Science in the pro rata distribution that occurred on or about May 29, 2020.

61 ? The Wittekind 2020 Annuity Trust held 633,921 Merger Agreement Shares, all of which were assigned to it by Wittekind on or about July 28, 2020; ? The Wittekind 2021 Annuity Trust held 366,079 Merger Agreement Shares, all of which were assigned to it by Wittekind on or about December 14, 202143; ? The Dybul Annuity Trust held 450,568 Merger Agreement Shares, all of which were assigned to it by Wittekind on or about October 28, 2020; and ? The Mabry Annuity Trust held 50,000 Merger Agreement Shares, all of which were assigned to it by Wittekind on or about February 21, 2021. 110. As with the July 2020 Registration Statement, as of January 12, 2022, all such shares were Merger Agreement Shares and therefore Registrable Securities, and none of the three events that could disqualify Merger Agreement Shares as Registrable Securities had occurred with respect to these shares. Wittekind and the Trusts were Holders themselves by virtue of being Permitted Transferees, successors and/or assignees to whom the Piggyback Rights had inured, and each was contractually entitled to include all or any portion of the above referenced 10,301,882 Merger Agreement Shares in the February 2022 Registration Statement.44 111. Again, the Company and K&L Gates never provided the requisite written piggyback notice at least 30 days in advance of the February 2022 Registration Statement nor obtained any written waivers, thereby depriving Weird Science, Wittekind and the Trusts of their contractual right to include their Registrable Securities and resell them publicly from time to time 43 These 366,079 ENOB Shares were transferred to Wittekind from the Wittekind 2020 Annuity Trust as an annuity payment. The Wittekind 2020 Annuity Trust received these ENOB Shares directly from Wittekind on or about July 28, 2020. 44 As with the July 2020 Registration, this includes the additional 1,216,467 RENB Shares of Weird Science Earnout Stock, even though such Earnout Stock was not yet issued.

62 without the Rule 144 restrictions during the effective period of the February 2022 Registration Statement. 112. And again, neither Weird Science nor Wittekind (and therefore the Trusts) had actual or constructive knowledge of the February 2022 Registration Statement or their contractual Piggyback Rights to include their Merger Agreement Shares in the February 2022 Registration Statement. Weird Science and Wittekind continued to rely on K&L Gates as counsel to advise them appropriately on their rights under the Stockholder Agreements, and Weird Science and Wittekind had no reason to believe the Company or K&L Gates would withhold the required written notice of the Piggyback Rights. While Sandler may have signed the February 2022 Registration Statement as a Company Board member, he did not understand or appreciate that the S-3 triggered the Piggyback Rights under the Investor Rights Agreement (any notice of Piggyback Rights would have been accompanied with an instruction to notify the Company within 10 days of an election to have shares included, with the number of shares to be so included); his signing of the February 2022 Registration Statement did not waive or otherwise affect the Piggyback Rights afforded to Holders of Registerable Securities; and he neither intended to waive nor had the sole authority on behalf of Weird Science to waive any notice required under the Investor Rights Agreement. 113. Had the Company or K&L Gates provided the contractually required written notice, such notice would have gone to Lowenstein Sandler and each of the Weird Science members individually (as required in Section 8.2 of the Investor Rights Agreement), and Weird Science and Wittekind would have had an opportunity to consider and seek counsel on the Piggyback Rights. Given their continued desire to register and sell their Merger Agreement Shares without Rule 144 restrictions, had Weird Science and Wittekind (and therefore the Trusts) been given the required

63 Piggyback Notice, they would have availed themselves of the opportunity to include their Merger Agreement Shares in the February 2022 Registration Statement. 114. During the effective period of the February 2022 Registration Statement, RENB Shares traded at a high price of $9.16 per share. As a result of the Company's breach of the Piggyback Rights notice requirements under the Investor Rights Agreement, Weird Science, Wittekind and the Trusts were deprived of the opportunity to include their RENB Shares in the February 2022 Registration Statement and resell all or any portion of such RENB Shares in the public market at the prevailing prices during the effective period of the February 2022 Registration Statement (in accordance with all other applicable SEC regulations). C. At the time of the June 2023 Registration Rights Agreement, in which the Company committed to filing an S-1 Registration Statement, Weird Science, Wittekind and the Trusts were Holders of Registerable Securities and Entitled to Notice of Piggyback Rights. 115. The Original Complaint in this matter was filed on June 7, 2023, after Plaintiffs' counsel in this case provided written notice of the breaches to the Company (represented by K&L Gates), and after the Parties went through multiple rounds of communications on the allegations raised in the Original Complaint. Though Plaintiffs could not resolve the dispute before having to commence litigation, Defendants were indisputably aware of the Investor Rights Agreement, the Piggyback Rights contained therein, and this pending litigation. 116. Yet on June 20, 2023?just 12 days after Plaintiffs served the Original Complaint in this matter?the Company signed the 2023 Lincoln Park RRA and agreed to file the Lincoln Park S-1 within 20 days (no later than July 10, 2023). 117. The Lincoln Park S-1 that the Company agreed to file under the 2023 Lincoln Park RRA was a "Registration Statement" within the meaning of Section 7.2(c) of the Investor Rights Agreement, triggering the contractual requirement that the Company give written notice of the

64 Piggyback Rights. But the Company gave no notice to Plaintiffs of their contractual Piggyback Rights to include their Merger Agreement Shares in the 2023 Lincoln Park RRA. 118. On June 29, 2023, two days after the Company reported the transaction in a Form 8-K, counsel for Plaintiffs notified the Company and K&L Gates of Plaintiffs' contractual right to Piggyback Rights notice with respect to the Lincoln Park S-1 (even though it is the Company's contractual responsibility to give notice). On July 7, 2023, K&L Gates, on behalf of the Company, gave Weird Science only Piggyback Rights notice and an opportunity to include all or a portion of its Merger Agreement Shares in the Lincoln Park S-1. On July 17, 2023, Weird Science gave written notice of its election to include 1,216,467 Merger Agreement Shares in the Lincoln Park S-1. At the request of K&L Gates on behalf of the Company, Weird Science completed, signed and returned a selling stockholder questionnaire in accordance with the Investor Rights Agreement. 119. In its July 7, 2023 communication, K&L Gates, on behalf of the Company, refused to give a Piggyback Rights notice to Wittekind and the Trusts based on an illogical argument that Wittekind and the Trusts are not entitled to Piggyback Rights because they are not Permitted Transferees or Stockholders under the Standstill and Lock-Up Agreement. Specifically, K&L Gates, on behalf of the Company, is taking the position that Wittekind and the Trusts would be entitled to Piggyback Rights only if their Merger Agreement Shares originating from Weird Science were assigned to them during the Lock-Up Period and in accordance with Sections 3.2 and 3.3 of the Standstill and Lock-Up Agreement. But as set forth above (see supra ¶¶ 61-62), this is neither the general nor customary understanding of Lock-Up provisions, and it was neither the mutual understanding nor intent of the parties in executing the Investor Rights Agreement and the Standstill and Lock-Up Agreement in connection with the Merger Agreement.

65 120. As of June 20, 2023, Wittekind and the Trusts' RENB Shares were Merger Agreement Shares and therefore Registrable Securities, and none of the three events that could disqualify Merger Agreement Shares as Registrable Securities had occurred with respect to such shares. Wittekind and the Trusts were Holders themselves by virtue of being Permitted Transferees, successors and/or assignees to whom the Piggyback Rights had inured. Wittekind and each of the Trusts, thus, were and are contractually entitled to notice and an opportunity to include all or any portion of their respective Merger Agreement Shares (3,615,757 Merger Agreement Shares for Wittekind; 633,921 Merger Agreement Shares for the Wittekind 2020 Annuity Trust; 450,568 Merger Agreement Shares for the Dybul Annuity Trust; 50,000 Merger Agreement Shares for the Mabry Annuity Trust; and 366,079 Merger Agreement Shares for the Wittekind 2021 Annuity Trust) in the Lincoln Park S-1. D. Plaintiffs first discovered the tortious, fraudulent, and conspiracy conduct alleged herein in connection with the Lincoln Park S-1 and planned third breach of the Investor Rights Agreement. 121. Long past the July 10, 2023 contractual filing deadline, the Company has yet to file the Lincoln Park S-1 now that Weird Science has elected to have Merger Agreement Shares included in the registration statement. Upon information and belief, the 2023 Lincoln Park RRA and the related 2023 Lincoln Park ELOC were an attempt to repeat a scheme employed in connection with the 2020 Lincoln Park ELOC whereby (a) the Company escaped a going concern qualification in the audit report on its June 30, 2020 annual financial statements by having purported access to liquidity but, in exchange for that benefit, (b) the Company agreed to only sell

66 shares to Lincoln Park shortly before the announcement of positive MNPI so that Lincoln Park would bear no practical risk upon resale.45 122. It was the 2023 Lincoln Park RRA that changed this case from a straightforward contract claim to a newly discovered, multi-year conspiracy to deprive Plaintiffs of their negotiated Piggyback Rights and breaches of the Rule 144 covenants under the Investor Rights Agreement while at the same time coordinating no-risk sales of stock to Lincoln Park at spring-loaded prices. As a result, Lincoln Park was allowed to buy low on the eve of the Company announcing positive MNPI and sell high without restriction or having to publicly disclose the sales (which would have revealed the fraudulent nature of the transactions). This scheme was possible for one reason only: Lincoln Park is a long-time client of K&L Gates and Parker, allowing Defendants to exploit a conflict of interest in violation of Company policies governing ethics and insider trading. 123. K&L Gates and Parker represented the Company in the 2020 and 2023 Lincoln Park ELOCs. While Lincoln Park was ostensibly unrepresented by counsel, the Plaintiffs recently learned (after the filing of the Original Complaint in this action) not only that Lincoln Park was a client of K&L Gates and Parker but also that the Company waived a conflict with Lincoln Park in violation of its own ethics policy46 and authorized K&L Gates to represent the Company opposite Lincoln Park in the 2020 and 2023 ELOCs. 45 This scheme blatantly violates the Company's Code of Ethics at § 3 and Insider Trading Policies at §§ I, II ¶ D, and III ¶ 4, in addition to violating federal securities laws. 46 The Company's Code of Ethics policy provides, among other things: "We expect our employees to be free of influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Even the appearance of a conflict where none exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear [emphasis added]."

67 124. Lincoln Park's decision to forego legal counsel in these transactions was an aberration: public SEC filings show that Lincoln Park enters an average of 25 equity line of credit transactions per year with substantially similar terms to the 2020 and 2023 ELOCs with the Company. In virtually all ELOC transactions, Lincoln Park has independent counsel (often K&L Gates and Parker) except when K&L Gates and Parker are on the opposite side of the transaction representing the issuer.47 125. On July 8, 2020, the Company entered the 2020 Lincoln Park ELOC, wherein Lincoln Park provided an equity line of credit for up to $20 million worth of Company common stock. When the July 2020 Registration Statement became effective on July 20, 2020, the Company filed a prospectus supplement for all the Company common stock issuable to Lincoln Park under the 2020 Lincoln Park ELOC and Lincoln Park's resales of such shares, with Lincoln Park being named as an underwriter in the prospectus supplement. This granted Lincoln Park immediate access to the public market for resales of Company common stock, something Plaintiffs had bargained for more than two years earlier in the Investor Rights Agreement. The 2023 Lincoln Park ELOC and 2023 Lincoln Park RRA intended to offer the Company a similar $20 million equity line of credit. 126. On paper, the 2020 and 2023 Lincoln Park ELOCs were arm's length transactions intended to provide the Company with short-term liquidity and avoid a "going concern" qualification in the Company's audited financial statements. But these were not bona fide liquidity lines. They were wink and nod schemes facilitated by K&L Gates and Parker. An example of these schemes unquestionably played out between Friday, June 11, 2021 and Monday, June 14, 2021: 47 In 2020 and 2023 alone, out of 47 ELOC transactions, the 2020 and 2023 Lincoln Park ELOCs with the Company were the sole instances where Lincoln Park did not have independent counsel (when their own lawyers at K&L Gates were opposite and purportedly adverse).

68 a. During the effective period of the July 2020 Registration Statement, the Company had dangerously low cash balances. And yet, the Company did not draw on the 2020 Lincoln Park ELOC for almost a year, when it sold shares to Lincoln Park on June 11, 2021 and 14, 2021. b. The closing price of the Company's common stock on June 11, 2021 was $4.41. According to the terms of the 2020 Lincoln Park ELOC and the Company's SEC disclosures, the Company sold Lincoln Park (i) 50,000 RENB Shares at $4.057/share on June 11, 2021 and (ii) 150,000 shares at $6.79/share on June 14, 2021. Both sales were effective June 11, 2021 sometime after 4:00 p.m. EST.48 By then, the Company already knew about and had drafted a press release to announce positive news about its HIV treatment pipeline that would be issued at 7:00 am EST on June 14, 2021. The Company expected and hoped this press release would cause the stock to rally. c. At 7:00 am Eastern Time on the next business day, June 14, 2021, the Company issued a press release entitled "Enochian BioSciences Announces FDA Acceptance of Pre-IND Request for Potential HIV Cure" and later that at, 2:53 Eastern Time, announced the $29 million RDO through H.C. Wainwright & Co. at $7.50 per share. These two announcements on June 14, 2021 resulted in the Company's stock selling as high as $12.99 that day and the trading 48 Though the express terms of the 2020 Lincoln Park ELOC required the Company to send Lincoln Park Purchase Notices after 4:00 p.m. on the effective date, the Company, through K&L Gates, recently admitted that "no purchase notices exist" only "confirmations of purchase." Under the circumstances, this raises a question about whether the Company waited to see whether there was a surge in the stock price on June 14, 2021 and only then backdated the "confirmation of purchase" of the 50,000 shares on June 11, 2021 to justify the $4.057/share price. Either way, this scheme violated federal securities law. Notably, in the Company's Form 10-Ks filed on September 24, 2021 and February 27, 2023, it attempted to obscure the $4.057/share price for the 50,000 shares sold to Lincoln Park on June 11, 2021 by characterizing $4.057 as the "average price."

69 volume soaring to 105,815,200 shares, a staggering 162,447% increase from the preceding business day (June 11, 2021, the first day that the Company sold shares to Lincoln Park under the 2020 Lincoln Park ELOC). d. As of June 14, 2021, Lincoln Park owned at least 200,000 Company shares. And unless it resold the 139,567 "commitment shares" it received when executing the 2020 Lincoln Park ELOC, it owned 339,567 Company shares, all of which were freely tradable under the July 2020 Registration Statement for a potential profit of nearly $3.2 million dollars in a single trading day.49 Thus while serving as counsel to the Company in the 2020 ELOC, K&L Gates and Parker simultaneously assisted another client (Lincoln Park) obtain no-risk profits while depriving a third set of clients (Weird Science and Wittekind) of their valuable Piggyback Rights and the ability to sell their shares alongside Lincoln Park during the July 2020 Registration Statement effective period.50 e. Going full circle with the conspiracy, the trading bonanza that occurred on June 14, 2021 (with a high price of $12.99 and volume of 105,815,200 shares) as a result of the issuance of the Company's press release and the announcement of the RDO is precisely the transaction that Parker had previewed to Lowenstein Sandler in assuring them that Weird Science's shares would be included in a Company registration upon satisfaction of a milestone.51 That 49 Lincoln Park paid a total of $1,221,350 for the 200,000 shares purchased on June 11 and 14, 2021. Since the Company did not suspend resales by Lincoln Park before selling it shares immediately ahead of the MNPI released on June 14, 2021, Lincoln Park was able to immediately resell all the shares it purchased at $4.057/share and $6.79/share. If Lincoln Park sold all 339,567 shares at the $12.99 high price on June 14, 2021, its profit would be $3,189,625.33. 50 Plaintiffs have always sought to comply with all applicable SEC regulations and have never sold or purchased Company common stock (or intended to sell or purchase) while in possession of MNPI. 51 Stating the obvious, Parker was assuring Lowenstein Sandler that the Piggyback Rights would be meaningful once the Company initiated its own registration after reaching a milestone.

70 February 9, 2018 email from Parker was the bait to get Weird Science to the closing. The breach of the Piggyback Rights for the July 2020 Registration Statement was the switch. Parker went back on his word to Weird Science, but he made sure his longtime client Lincoln Park was taken care of with a boodle of up to $3,189,625. This amount is eerily close to the $3,040,000 that Parker had proclaimed in his January 3, 2018 email that Weird Science would receive every 90 days under Rule 144, an amount bolstered by Sindlev to coax Weird Science into signing the Merger Agreement. Despite the bargained for registration right covenants and Rule 144 covenants in the Investor Rights Agreement and the promises made by Parker, over five years later, neither Weird Science nor Wittekind (individually or through the Trusts) has sold a single Merger Agreement Share, all due to Defendants' successful conspiracy to deprive them of their bargained for rights. 127. Upon information and belief, the Company's June 11, 2021 and 14, 2021 no-risk gift to Lincoln Park was not a one-off. It was a disturbing pattern: with the assistance of K&L Gates and Parker, the Company continued to send spring-loaded purchases notices to Lincoln Park on the eve of announcing positive MNPI throughout the effective period of the July 2020 Registration Statement.52 128. Upon information and belief, the Company and Lincoln Park were teeing up the same wink and nod scheme in connection with the 2023 Lincoln Park ELOC, once again with K&L Gates and Parker acting not as arms' length legal counsel for the Company but as scheme facilitator. For the scheme to succeed, the Lincoln Park S-1 needed to be filed with the SEC and then become effective. The July 10, 2023 contractual deadline for filing the Lincoln Park S-1 52 Plaintiffs have served the Company with a books and records demand regarding issues under Delaware General Corporation Law § 220, which allows Stockholders to investigate corporate waste, mismanagement, and wrongdoing. To date, the Company has refused to comply with the Demands and has not provided any pertinent responsive documents. The 220 Demands are the subject of a forthcoming enforcement action, to be filed in the Delaware Court of Chancery.

71 would have provided sufficient time for it to become effective so that the "commencement date" under the 2023 Lincoln Park ELOC (i.e., the effective date of the Lincoln Park S-1 to permit immediate public resales) could occur before the September 30, 2023 deadline for filing the Form 10-K with the Company's audited financial statements for the year ended June 30, 2021.53 Once Weird Science elected to include Merger Agreement Shares for resale in the Lincoln Park S-1, the Company, Lincoln Park, K&L Gates and Parker were faced with the choice of proceeding with the Lincoln Park S-1 (which would provide the purported liquidity to avert the going concern qualification in the audit, but would need to include the Weird Science shares) or scrap the Lincoln Park S-1 and accept a going concern qualification. The Company, K&L Gates, Parker and Lincoln Park chose the latter. The Lincoln Park S-1 was never filed, and the audit report on the Company's annual financial statements as of June 30, 2023 includes the going concern qualification.54 The inclusion of the Weird Science shares in the Lincoln Park S-1 would require Lincoln Park to accept market risk because any resale by Weird Science would need to be publicly reported by Wittekind in a Form 4 and likely a Schedule 13D amendment, potentially distorting the upswing in price that would occur after a sale to Lincoln Park immediately before a release of positive MNPI. 129. Plaintiffs first uncovered the new facts alleged in this First Amended Complaint in or around July 2023 following the discovery of the 2023 Lincoln Park ELOC and the Company's plan to breach the Investor Rights Agreement for a third time with the Lincoln Park S-1. Before 53 With respect to the 2020 Lincoln Park ELOC, it was signed on July 8, 2020 and reported in the Form 10-K filed on September 23, 2020 as a "subsequent event" (i.e., an event that occurred after the June 30, 2020 fiscal year end). According to a December 23, 2020 email from Company CEO Dr. Mark Dybul, it was the July 2020 Lincoln Park ELOC that helped the Company avoid a going concern qualification for the fiscal year ending June 30, 2020. 54 Astoundingly, the Company still included the 2023 Lincoln Park ELOC and the 2023 Lincoln Park RRA in the exhibit list of material contracts in the Form 10-K filed on October 2, 2023, while continuing to omit the Investor Rights Agreement and the Standstill and Lock-Up Agreement.

72 this discovery, Plaintiffs had no reason to suspect or investigate the conspiracy, tortious interference, and fraud alleged herein, and Defendants intentionally sought to hide their conduct in furtherance of the conspiracy. FIRST CAUSE OF ACTION ? BREACH OF CONTRACT 130. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 129 above as if fully set forth herein. 131. The Investor Rights Agreement is a valid and enforceable contract, under which the Company granted the Piggyback Rights to Holders of Registerable Securities, including Permitted Transferees, and successors and assignees to which the benefits of the registration rights had inured. 132. Under the terms of the Investor Rights Agreement, Weird Science is a Holder of Registrable Securities and Wittekind and the Trusts are Holders of Registrable Securities, successors and/or assignees to which the benefits of the registration rights had inured. Alternatively, Wittekind and the Trusts have and always had the right to assign back their RENB Shares to Weird Science for inclusion in any registration statement. 133. Weird Science performed all its obligations under the Investor Rights Agreement. Count 1 ? Breach of Investor Rights Agreement (July 2020 Registration Statement) (Weird Science and Wittekind against the Company) 134. The Company breached the Investor Rights Agreement by failing (a) to provide the required written notice to Weird Science and Wittekind of the July 2020 Registration Statement; and (b) to afford Weird Science and Wittekind the opportunity to include their RENB Shares in the July 2020 Registration Statement, as required by the Company under the express terms of the Investor Rights Agreement; and Weird Science and Wittekind never waived their applicable Piggyback Rights.

73 135. The Company's breach of the Investor Rights Agreement caused Weird Science and Wittekind substantial damage, as they lost their ability to include their RENB Shares in the July 2020 Registration Statement and lost their opportunity to publicly resell their RENB Shares from time to time without restriction at the prices available during the effective period of the July 2020 Registration Statement. Had the Company not breached their obligations under the Investor Rights Agreement, Weird Science and Wittekind would have availed themselves of their Piggyback Rights with respect to the July 2020 Registration Statement. Count 2 ? Breach of Investor Rights Agreement (February 2022 Registration Statement) (Weird Science, Wittekind, and the Trusts against the Company) 136. The Company breached the Investor Rights Agreement by failing (a) to provide the required written notice to Weird Science, Wittekind and the Trusts of the February 2022 Registration Statement and (b) to afford Weird Science, Wittekind and the Trusts the opportunity to include their RENB Shares in the February 2022 Registration Statement, as required by the Company under the express terms of the Investor Rights Agreement; and Weird Science, Wittekind and the Trusts never waived their applicable Piggyback Rights. 137. The Company's breaches of the Investor Rights Agreement caused Weird Science, Wittekind, and the Trusts substantial damage, as they lost their ability to include their RENB Shares in the February 2022 Registration Statement and lost their opportunity to publicly resell their RENB Shares from time to time without restriction at the prices available during the effective period of the February 2022 Registration Statement. Count 3 ? Breach of Investor Rights Agreement (Agreement to File 2023 Resale S-1) (Wittekind and the Trusts against the Company) 138. Though the Company has not yet filed the 2023 Resale S-1, the Registration Rights Agreement in connection with the 2023 Lincoln Park ELOC is still in effect, and the Company is

74 still contractually required to file an S-1 Registration Statement. Renovaro breached the Investor Rights Agreement by failing (a) to provide the required written notice to Wittekind and the Trusts of the 2023 Resale S-1 and (b) to afford Wittekind and the Trusts the opportunity to include their RENB Shares in the 2023 Resale S-1, as required by the Company under the express terms of the Investor Rights Agreement; and Wittekind and the Trusts never waived their applicable Piggyback Rights. 139. The Company's breaches of the Investor Rights Agreement will cause Wittekind and the Trusts substantial damage if the Company files the 2023 Resale S-1 without allowing Wittekind and the Trusts to include their RENB Shares and depriving Wittekind and the Trusts the opportunity to publicly resell their RENB Shares from time to time without restriction at the prices available during the effective period of the 2023 Resale S-1. SECOND CAUSE OF ACTION ? FRAUDULENT INDUCEMENT (Weird Science against the Company, K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco) 140. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 129 above as if fully set forth herein. 141. Beginning with the June and July 2017 negotiations related to the Merger Agreement LOI and leading up to closing of the Merger Agreement on February 16, 2018, K&L Gates and Parker (on behalf of the Company, Sindlev and RS Group) made repeated representations to Lowenstein Sandler (who negotiated on behalf of Weird Science) about the Company's intent to allow Weird Science and its successors and assigns to resell its Merger Agreement Shares under to the Rule 144 covenants and to register those shares under the Demand Right and Piggyback Rights of the Investor Rights Agreement so that the shares could be resold from time to time without the Rule 144 restrictions. These representations were reflected in the

75 Merger Agreement LOI, which K&L Gates and Parker negotiated on behalf of the Company, Sindlev, and RS Group; they were reflected in K&L Gates and Parker's emails and phone calls with Lowenstein Sandler between October 2017 and February 15, 2018 (described in detail in Section I.A above); and they were reflected as express terms of the Investor Rights Agreement and Standstill and Lock-up Agreement, executed on February 16, 2018 in connection with the Merger Agreement closing. 142. These representations and each of them were false, and the Company, K&L Gates, Parker, Sindlev, and RS Group knew they were false. In connection with the Merger Agreement LOI and leading up to the closing of the Merger, the Company, K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco actively agreed to, participated in, and aided and abetted a scheme to interfere with and deprive Weird Science of any rights under the Investor Rights Agreement with the express purpose of preventing the Plaintiffs from publicly reselling any Company shares. The Company, K&L Gates, Parker, Sindlev, and RS Group made the relevant false representations to induce Weird Science to enter the LOI and the Merger Agreement and enter the Investor Rights Agreement and Standstill and Lock-up Agreement as part of the Merger Agreement closing. 143. Weird Science justifiably relied on these false representations in entering the LOI, the Merger Agreement, and the Investor Rights Agreement and Standstill and Lock-up Agreement as part of the Merger Agreement closing. Had Weird Science known the truth?that because of the conspiracy, Weird Science, its Affiliates, and successors and assignees would be prevented from availing themselves of the benefits of the Investor Rights Agreement or otherwise liquidate the Merger consideration?Weird Science would not have executed the LOI, the Merger Agreement, the Investor Rights Agreement and Standstill and Lock-up Agreement, or otherwise closed on the Merger Agreement.

76 144. Weird Science has suffered harm because of its justifiable reliance. The Company, K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco's fraudulent conduct was a substantial factor in causing Weird Science this harm, and this conduct was done maliciously, oppressively, and with intent to defraud. THIRD CAUSE OF ACTION ? FRAUDULENT CONCEALMENT 145. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 129 above as if fully set forth herein. Count 1 ? Fraudulent Concealment (July 2020 Registration Statement) (Weird Science and Wittekind against the Company, K&L Gates, and Parker) 146. As of June 13, 2020, the first "date of determination" under Section 7.1 of the Investor Rights Agreement, and through July 13, 2020, the date the Company filed the July 2020 Registration Statement, Weird Science and Wittekind were contractually entitled to written notice of their Piggyback Rights and an opportunity to include all or any portion of their RENB Shares in the July 2020 Registration Statement. 147. The Company, K&L Gates and Parker were each specifically aware of Weird Science and Wittekind's Piggyback Rights, and they each had an obligation to inform Weird Science and Wittekind of such rights, with the Company's obligation arising under the Investor Rights Agreement and K&L Gates and Parker's obligation arising from their attorney-client relationship with Weird Science and Wittekind with respect to their rights and obligations under the Investor Rights Agreement. 148. The Company, K&L Gates and Parker knowingly and intentionally concealed from Weird Science and Wittekind their Piggyback Rights under the Investor Rights Agreement with respect to the July 2020 Registration Statement, with such concealment intended to prevent Weird Science and Wittekind from availing themselves of their Piggyback Rights. The Company, K&L

77 Gates, and Parker's concealment was done maliciously, oppressively, and with intent to defraud, and the Company, K&L Gates and Parker actively agreed to, participated in, and aided and abetted this fraudulent scheme. 149. At the time of this concealment, Weird Science and Wittekind were ignorant of the material, truthful information concealed by the Company, K&L Gates, and Parker. Had Weird Science and Wittekind been aware of their Piggyback Rights with respect to the July 2020 Registration Statement, then they would have had an opportunity to avail themselves of such rights and would have included their RENB Shares in the July 2020 Registration Statement and resold those shares from time to time without restriction during the effective period of the July 2020 Registration Statement. 150. The Company, K&L Gates and Parker's concealment was a substantial factor in causing Weird Science and Wittekind harm, including the opportunity to resell their RENB Shares in the public market from time to time at the prevailing prices during the effective period of the July 2020 Registration Statement. Count 2 ? Fraudulent Concealment (February 2022 Registration Statement) (Weird Science, Wittekind, and the Trusts against the Company, K&L Gates, and Parker) 151. As of January 12, 2022, the second "date of determination" under Section 7.1 of the Investor Rights Agreement, and through February 11, 2022, the date the Company filed the February 2022 Registration Statement, Weird Science, Wittekind and the Trusts were contractually entitled to written notice of their Piggyback Rights and an opportunity to include all or any portion of their RENB Shares in the February 2022 Registration Statement. 152. The Company, K&L Gates and Parker were each specifically aware of Weird Science and Wittekind's Piggyback Rights, and they each had an obligation to inform Weird

78 Science and Wittekind of such rights, with the Company's obligation arising under the Investor Rights Agreement and K&L Gates and Parker's obligation arising from their attorney-client relationship with Weird Science, Wittekind and the Trusts with respect to their rights and obligations under the Investor Rights Agreement. 153. The Company, K&L Gates and Parker knowingly and intentionally concealed from Weird Science, Wittekind and the Trusts their Piggyback Rights under the Investor Rights Agreement with respect to the February 2022 Registration Statement, with such concealment intended to prevent Weird Science, Wittekind and the Trusts from availing themselves of their Piggyback Rights. The Company, K&L Gates and Parker's concealment was done maliciously, oppressively, and with intent to defraud, and the Company, K&L Gates, and Parker actively agreed to, participated in, and aided and abetted this fraudulent scheme. 154. At the time of this concealment, Weird Science and Wittekind were ignorant of the material, truthful information concealed by the Company, K&L Gates, and Parker. Had Weird Science, Wittekind, and the Trusts been aware of their Piggyback Rights with respect to the February 2022 Registration Statement, then they would have had an opportunity to avail themselves of such rights and would have included their RENB Shares in the February 2022 Registration Statement and resold those shares from time to time without restriction during the effective period of the February 2022 Registration Statement. 155. The Company, K&L Gates and Parker's concealment was a substantial factor in causing Weird Science, Wittekind and the Trusts harm, including the opportunity to resell their RENB Shares from time to time in the public market at the prevailing prices during the effective period of the February 2022 Registration Statement.

79 FOURTH CAUSE OF ACTION ? TORTIOUS INTERFERENCE WITH CONTRACT (Weird Science and Wittekind against K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco) 156. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 129 above as if fully set forth herein. 157. The Investor Rights Agreement is a valid and enforceable contract, under which the Company granted the Piggyback Rights to Holders of Registerable Securities, including Permitted Transferees, and successors and assignees to which the benefits of the registration rights had inured. 158. Under the terms of the Investor Rights Agreement, Weird Science is a Holder of Registrable Securities, and Wittekind and the Trusts are Holders of Registrable Securities, successors and/or assignees to which the benefits of the registration rights had inured. Alternatively, Wittekind and the Trusts have and always had the right to assign back their RENB Shares to Weird Science for inclusion in any registration statement. 159. K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco were each specifically aware of Weird Science, Wittekind and the Trusts' Piggyback Rights and the Company's corresponding obligations under the Investor Rights Agreement. K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco knowingly and intentionally interfered with Weird Science and Wittekind's Piggyback Rights, including with respect to the July 2020 and February 2022 Registration Statements. Among other things, K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco actively agreed to, participated in, and aided and abetted a scheme to deprive Weird Science and Wittekind of their Piggyback Rights; K&L Gates manipulated Plaintiffs into relying on them for legal advice and then misled Plaintiffs about their rights under the Stockholder Agreements; and Sindlev and Abildgaard (individually and through their Danish

80 holding companies) manipulated Plaintiffs into falsely believing that their rights under the Stockholder Agreements were subject to the Company's discretion. K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco's concealment was done maliciously, oppressively, and fraudulently. 160. K&L Gates, Parker, Sindlev, RS Group, Abildgaard, and Paseco's tortious interference with Plaintiffs' Piggyback Rights was a substantial factor in causing Plaintiffs harm, including the opportunity to resell their RENB Shares from time to time in the public market at the prevailing prices during the effective periods of the July 2020 and February 2022 Registration Statements. FIFTH CAUSE OF ACTION ? BREACH OF FIDUCIARY DUTY (Weird Science, Wittekind, and the Trusts against K&L Gates and Parker) 161. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 129 above as if fully set forth herein. 162. From at least September 2018 through June 21, 2022, Parker and K&L Gates had an express and implied attorney-client relationship with the Plaintiffs, in which the Plaintiffs sought, and Parker and K&L Gates rendered, legal advice on SEC reporting requirements regarding the Merger Agreement Shares, broader SEC securities, and the Plaintiffs' rights and obligations under the Investor Rights Agreement and Standstill and Lock-up Agreement. 163. As attorneys-in-fact to the Plaintiffs, K&L Gates and Parker owed Plaintiffs fiduciary duties of loyalty and care, including the duty to act in the best interests of Plaintiffs within the scope of their attorney-client relationship and the legal advice rendered. 164. K&L Gates and Parker breached their fiduciary duties of loyalty and care to Plaintiffs when they, among other things, agreed and conspired with the Company, Sindlev, RS Group, Abildgaard, and Paseco to deprive Plaintiffs of their rights under the Investor Rights

81 Agreement and Standstill and Lock-up Agreement; misled Plaintiffs of their rights under these agreements, knowingly failed to give Plaintiffs notice of their Piggyback Rights with respect to the July 2020 and February 2023 Registration Statements; knowingly failed to advise Plaintiffs to seek independent counsel on these issues; and violated Plaintiffs' confidences by reporting their communications (between Plaintiffs and K&L Gates and Parker) to Sindlev and Abildgaard with the intent of depriving Plaintiffs of their rights under the Investor Rights Agreement and Standstill and Lock-up Agreement. K&L Gates and Parker's conduct in this regard was done maliciously, oppressively, and fraudulently. SIXTH CAUSE OF ACTION ? FRAUDULENT TRANSFER (Weird Science, Wittekind, and the Trusts against Sindlev, RS Group, and RS Bio) 165. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 129 above as if fully set forth herein. 166. Sindlev and RS Group entered the fraudulent and tortious conspiracy alleged herein and fraudulently induced Weird Science into signing the Merger LOI, the Merger Agreement, Investor Rights Agreement, and the Standstill and Lock-up Agreement in connection with the Merger Agreement's ultimate closing on February 16, 2018. Thus, Weird Science's claims against Sindlev and RS Group arose no later than February 16, 2018, making Sindlev and RS Group debtors and Weird Science a creditor no later than that date. 167. Upon information and belief, between October 26, 2018 and October 28, 2019, Sindlev (individually and on behalf of RS Group) caused all RENB shares held by RS Group to be transferred to RS Bio with the actual intent to hinder, delay, or defraud Weird Science from recovering against its fraud and tortious interference claims alleged herein. Alternatively, Sindlev (individually and on behalf of RS Group) caused all RENB shares held by RS Group to be transferred to RS Bio without receiving a reasonably equivalent value for those shares and

82 intending to incur (or believing or reasonably should have believed it would incur) debts beyond RS Group's ability to pay as they became due. 168. RS Group was a Stockholder under the Standstill and Lock-up Agreement and subject to the Lock-up covenants proscribed thereunder. RS Group and Sindlev, as greater than 5% beneficial owners of the Company's common stock, were also subject to the disclosure requirements under Section 13(d) of the 1934 Act. Despite these obligations, Sindlev caused RS Group to transfer its RENB shares to RS Bio between October 26, 2018 and October 28, 2019 without complying with Sections 3.2 (Permitted Dispositions) and 3.3 (Permitted Transfers) of the Standstill and Lock-up Agreement and without complying with SEC regulatory requirement to promptly file an amendment to a previously filed Schedule 13D. 169. Sindlev and RS Group's conduct in this regard was done maliciously, oppressively, and fraudulently and caused Weird Science damages in amount to be proven at trial. SEVENTH CAUSE OF ACTION ? DECLARATORY JUDGMENT (Weird Science, Wittekind, and the Trusts against Renovaro) 170. Plaintiffs repeat and reallege the allegations contained in paragraphs 1 through 129 above as if fully set forth herein. 171. An actual controversy has arisen and now exists between Plaintiffs and the Company as to their rights and duties under the Investor Rights Agreement. 172. Plaintiffs seek a judicial determination that the Investor Rights Agreement remains in effect; Weird Science is a Holder of Registrable Securities and Wittekind and the Trusts are Holders of Registrable Securities, successors, and/or assignees to which the benefits of the registration rights had inured, such that Weird Science, Wittekind, and the Trusts are each entitled to Piggyback Rights under the Investor Rights Agreement; and Wittekind and the Trusts have and always had the right to assign back their RENB Shares to Weird Science for inclusion in any

83 registration statement and/or to avail themselves of any other rights under the Investor Rights Agreement. PRAYER FOR RELIEF Plaintiffs respectfully request that this Court enter judgement and relief as follows: a.Compensatory damages in an amount to be determined at trial;b.Exemplary and punitive damages at the maximum amount permitted by law, in anamount to be determined at trial;c.Declaratory relief that the Investor Rights Agreement remains in effect; Weird Scienceis a Holder of Registrable Securities and Wittekind and the Trusts are Holders ofRegistrable Securities, successors, and/or assignees to which the benefits of theregistration rights had inured, such that Weird Science, Wittekind, and the Trusts areeach entitled to Piggyback Rights under the Investor Rights Agreement; and Wittekindand the Trusts have and always had the right to assign back their RENB Shares toWeird Science for inclusion in any registration statement and/or to avail themselvesof any other rights under the Investor Rights Agreement;d.Specific performance requiring the Company to afford Wittekind and the Trusts allPiggyback Rights and comply with the Investor Rights Agreement in full and withoutcondition, including with respect to the 2023 Resale S-1 (should it be filed) and allother qualifying registration statements.e.Pre-judgment and post-judgment interest on any damages awards;f.All recoverable costs and attorneys' fees, including those required under § 8.10 of theInvestor Rights Agreement; andg.Such other and further relief as the Court deems just and proper./s/ John C. Phillips, Jr. John C. Phillips, Jr. (Bar No. 110) PHILLIPS, McLAUGHLIN & HALL, P.A.1200 North Broom Street Wilmington, DE 19806 jcp@pmhdelaw.comOf Counsel:Megan A. Maitia (California Bar No. 285271)SUMMA LLP1010 Sycamore Avenue, Unit 117 South Pasadena, CA 91030Date: December 4, 2023

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