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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): August 6, 2025

 

RENOVARO INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38751   45-2259340
(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 7, 2025, Renovaro Inc. (the “Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year.

 

On August 5, 2025, the Company received written confirmation from Nasdaq that it has accepted the Company’s plan to regain compliance and has granted an extension until October 31, 2025, for the Company to hold its annual meeting of shareholders.

 

The Company intends to hold the annual meeting within the extension period to regain compliance with the Rule.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Company’s plans to hold its annual meeting and regain compliance with Nasdaq listing standards. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially from those described in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

 

 

 

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/ David Weinstein
    Name: David Weinstein
Title: Chief Executive Officer

 

Date: August 6, 2025

 

 


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