ENOB Enochian Biosciences Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 11, 2024

 

RENOVARO INC.
(Exact name of registrant as specified in its charter)

 

Delaware		001-38751		45-2559340
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

 

2080 Century Park East, Suite 906

Los Angeles, CA 90067

(Address of principal executive offices)

 

+1 (305) 918-1980

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		RENB		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The board of directors (the “Board”) of Renovaro Inc. (the “Company”) appointed Simon Tarsh, age 63, as Interim Chief Financial Officer of the Company, effective March 11, 2024. Mr. Tarsh most recently served at Deloitte Consulting LLP (“Deloitte”), where he was last a Senior Managing Director in the Finance and Enterprise Performance Practice, and served global clients since 2007. He led a growing global practice focused around operational transformation, including supporting carve out transactions, joint ventures and hybrid structures, both in the US and in international locations, such as India, China, Eastern Europe and Latin America. He supported high growth companies with their finance operations as they globalized, and was able to advise them on their expansion, while balancing growth with appropriate controls. Mr. Tarsh received a Bachelor of Science undergraduate degree in Business and Administration from the University of Salford, Manchester, UK and an MBA from City University Business School, London, UK. He is a Fellow of the Chartered Institute of Management Accountants (1984), which is considered as a CPA equivalent. Mr. Tarsh’s deep financial experience over the length of his career offers valuable insights to our Company, particularly given the enhanced accounting rules and regulations affecting public companies. Since leaving Deloitte, Mr. Tarsh has been providing consulting services through his consulting company, Tarsh PB Advisors LLC (“Tarsh PB Advisors”). Mr. Tarsh is presently a member of the board of directors and chair of the audit committee of Onconetix, Inc. (NASDAQ: BWV).

 

Effective March 11, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Tarsh PB Advisors with respect to Mr. Tarsh’s service as the Company’s Interim Chief Financial Officer. Pursuant to the Consulting Agreement, in exchange for Mr. Tarsh’s full-time service as the Company’s Interim Chief Financial Officer, the Company will pay Tarsh PB Advisors $25,000 per month. In addition, Tarsh PB Advisors may be entitled to an additional payment in the amount of up to 30% of the consideration paid under the Consulting Agreement upon the achievement of certain milestones prior to the termination of the Consulting Agreement. In addition, Mr. Tarsh will receive 10,000 stock options that will vest upon the termination date if the Company hires a new CFO prior to such date. The Consulting Agreement has a term of six months from the date of the Agreement and may be renewed for successive one month terms. The Consulting Agreement may be terminated by any party upon thirty days advance written notice.

 

The Consulting Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Consulting Agreement is qualified in its entirety by reference to such exhibit.

 

Mr. Tarsh does not have any family relationships with any of the Company’s other officers or directors and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Ms. Puche, the Company’s outgoing Chief Financial Officer, said: “After more than 5 years at the Company, I am ready for a new phase in my life. I am fully committed to helping to ensure a smooth transition, including providing ad hoc consulting services, as needed.”

 

Mr. Tarsh said: “I am impressed by the caliber of the Audit Committee, Board and management team and look forward to working closely with them and Ms. Puche during a transition period.”

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Consulting Agreement, dated March 11, 2024, by and between Renovaro Inc. and Tarsh PB Advisors LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	RENOVARO INC.
	By:	/s/ Mark Dybul, M.D.
		Name: Mark Dybul Title: Chief Executive Officer

 

Date: March 13, 2024

 

 

EXHIBIT 10.1 

 

CONSULTING AGREEMENT

 

This CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of March 11, 2024 (the “Effective Date”), by and between Renovaro Inc., a Delaware corporation (the “Company”) and TARSH PB ADVISORS LLC, a Florida limited liability company (the “Consultant”).

 

WHEREAS, on the Effective Date, the parties desire to enter into this Agreement pursuant to which the Consultant will provide the Consulting Services (as defined herein).

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and promises contained herein, and intending to be legally bound hereby, the Company and the Consultant do hereby agree and covenant as follows:

 

1.         Consulting Services. The Consultant shall provide the Company with the services described on Schedule A attached hereto (the “Consulting Services”).

 

2.         Payment; Reimbursements.

 

(a)       Consultant shall be compensated as set forth on Schedule B attached hereto.

 

(b)       All normal and customary business expenses incurred by the Consultant under this Agreement shall be paid by the Consultant, and with prior written approval of the Company or otherwise in accordance with the Company’s reimbursement policies in place at the time such expenses are incurred, such expenses may be reimbursed by the Company or paid by the Company upon the request of the Consultant.

 

3.         Independent Contractor Relationship. All services rendered hereunder by the Consultant shall as an independent contractor. Any persons employed by the Consultant shall be deemed conclusively as employees of the Consultant, and they shall at all times be under the Consultant’s direction and control, and they shall be bound to the same terms as Consultant under this Agreement and under that certain Non-Disclosure and Confidentiality Agreement, by and between the Company and Consultant and in effect in effect as of the Effective Date (the “Confidentiality Agreement”). The Consultant shall have the full power, authority, and discretion to select the means, manner, and method of performing the services hereunder without detail, control or direction from the Company or its officers or directors; provided that Consultant and its employees shall follow the Company’s code of conduct, and other written policies as applicable, in all respects during the term of this Agreement. Neither the Consultant nor any individuals employed by the Consultant shall be considered employees of the Company for any purposes and they shall not be entitled to participate in any employee benefit plans sponsored or maintained by the Company. The Company acknowledges that the Consultant will have other clients that it provides services to during the pendency of this Agreement, and such services are not limited by this Agreement, subject to the obligations under the Confidentiality Agreement.

 

4.         Term; Termination; Future Services.

 

(a)      The Consultant shall commence providing services on the Effective Date, and shall continue to do so for a term of six (6) months or until the date this Agreement is terminated in accordance with Section 4(b) below (the “Termination Date”). Unless notice of intention to terminate this Agreement is delivered in accordance with Section 4(b) below, this Agreement shall automatically be renewed and extended for consecutive one (1) month periods upon the terms and conditions set forth herein, unless different terms are agreed to between the parties in writing.

 

 

(b)       This Agreement is terminable at any time by either party upon thirty (30) days prior written notice to the other party, effective as of the date set forth in such notice; provided that Company may terminate Consultant immediately for cause, which shall mean Consultant’s (i) indictment for, conviction of or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (ii) breach of any obligations of confidentiality provided herein or any unauthorized disclosure of any Company trade secrets or other confidential information; (iii) performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company’s property; or (iv) material breach of this Agreement or any other material agreement with the Company or a material violation of the Company’s code of conduct or other written policy; provided further that, Sections 3, 6, 7, 8, 9, 10, 11 and 12 shall survive termination of this Agreement for any reason. For purposes of this Agreement, email notification shall be deemed to be written notice.

 

(c)       For the avoidance of doubt, any services performed by the Consultant for the Company following the Termination Date shall not be deemed as Consulting Services governed by this Agreement.

 

5.         Consultant Responsible for Taxes. The Consultant agrees to accept exclusive liability for the payment of taxes due on any amounts paid under this Agreement.

 

6.        Non-Disparagement. The Consultant agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Consultant will not make negative comments or otherwise disparage the Company or its affiliates, their products or business, or any of their officers, directors, managers, employees, consultants, equityholders or agents. The foregoing shall not be violated by truthful statements (i) in response to legal process, required governmental testimony or filings or administrative or arbitral proceedings (including depositions in connection with such proceedings) or (ii) made in the course of the Consultant discharging his duties for the Company. The Company agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Company (meaning its current and future Board members) will not make any negative comments or otherwise disparage the Consultant.

 

7.         Non-Solicitation. The Consultant agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Consultant will not encourage or solicit any employee or consultant of the Company to leave the Company for any reason.

 

8.         Compliance with Law. The Consultant represents and warrants that the Consultant shall perform the Consulting Services in compliance with all applicable federal, state, and local laws and regulations.

 

9.        Arbitration, Choice of Law. This Agreement shall be deemed to have been executed and delivered within the State of Florida, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida without regard to principles of conflict of laws. In the event of a dispute, the parties agree to arbitrate all claims related to this Agreement before a single arbitrator in Miami-Dade County, Florida under the Rules of the American Arbitration Association.

 

10.       Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end, the provisions of this Agreement are declared to be severable.

 

11.       Advice of Counsel. In entering into this Agreement, the parties recognize that this Agreement is a legally binding contract and acknowledge and agree that each party has had the opportunity to consult with legal counsel of its choice.

 

 

 

12.       Entire Agreement. This Agreement, together with all schedules and Exhibits made a part hereof and thereof constitute and contain the entire agreement and final understanding between the parties covering the services to be provided by the Consultant. It is intended by the parties as a complete and exclusive statement of the terms of their agreement, and they supersede all prior negotiations and agreements, proposed or otherwise, whether written or oral, between the parties concerning Consulting Services. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. No person has any authority to make any representation or promise on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance upon any representations or promises except those contained herein.

 

13.       Amendment; Waiver. This Agreement may be modified only with a written instrument duly executed by each of the parties. The waiver by the Company of a breach or threatened breach of this Agreement by the Consultant shall not be construed as a waiver of any subsequent breach by the Consultant.

 

14.       No Assignment. The Consultant shall not assign either in whole or in part any of the Consultant’s duties or responsibilities hereunder without the written consent of the Company, and any attempt of assignment transfer or delegation without such consent shall be void.

 

15.       Written Reports. The Consultant, upon request, shall provide written reports to Company’s Chief Executive Officer with respect to the services rendered hereunder.

 

16.       Headings. Headings are used only for ease of reference and are not controlling.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

 

COMPANY:			CONSULTANT:
RENOVARO INC.			TARSH PB ADVISORS LLC
By	/s/ Mark Dybul		By	/s/ Simon Tarsh
Name: Mark Dybul			Name: Simon Tarsh
Title: Chief Executive Officer			Title: President
Notice Address:
9480 NE 2nd Avenue, #73			Notice Address:
Miami, FL 33138			130 Sunrise Avenue, Apt 504
Email: MDybul@renovarobio.com			Palm Beach, FL 33480
			Email: simon.tarsh@gmail.com
With a copy to:
clayton.parker@klgates.com

 

Signature Page to the Consulting Agreement

 

 

SCHEDULE A

 

Consulting Services

Pursuant to the terms of this Agreement, Consultant has agreed to undertake the Services as set forth below:

 

·

Consultant shall provide that Simon Tarsh serves as the Interim Chief Financial Officer of the Company provide services substantially similar to those as would ordinarily be performed by a Chief Financial Officer of the Company, including signing all applicable SOX certifications;

 

·

Consultant shall assist the Company in its search for a permanent Chief Financial Officer and assist in transitioning such permanent CFO; and

 

·

such other consulting services to and for Company as requested from time to time by Company and agreed upon by Consultant.

 

 

SCHEDULE B

 

Compensation
 

As consideration for the Consulting Services, the Company shall pay the consultant $25,000 per month, which shall be paid monthly upon presentation of an invoice.The Company agrees the Consultant shall be eligible for a target bonus of 30% of the total consideration paid under this Agreement upon termination of this Agreement, upon approval by the Board based on the completion of the following objectives:

 

·

all SEC filings are filed on time (with permitted extensions); and

 

·

a new CFO has been hired prior to the Termination Date.

 

In addition, Simon Tarsh shall be issued 10,000 stock options under the Company’s 2023 Equity Incentive Plan on the date hereof. Such options shall vest upon the Termination Date if a new CFO has been hired prior to the Termination Date.

 

 

 

v3.24.0.1

Cover	Mar. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 11, 2024
Entity File Number	001-38751
Entity Registrant Name	RENOVARO INC.
Entity Central Index Key	0001527728
Entity Tax Identification Number	45-2559340
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2080 Century Park East
Entity Address, Address Line Two	Suite 906
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90067
City Area Code	(305)
Local Phone Number	918-1980
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RENB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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