Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 18)*
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)
October 22, 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
* 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 |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) |
| (b) | x |
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| 6. | Citizenship or Place of Organization United States |
| Number of | 7. | Sole Voting Power 5,956,6441 |
| Shares Bene- | ||
| ficially by | 8. | Shared Voting Power 12,526,5522< /b> |
| Owned by Each | ||
| Reporting | 9. | Sole Dispositive Power 5,956,6441 |
| Person With |
| 10. | Shared Dispositive Power 12,526,5522 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 18,483,196 |
| 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) 11.8%3 |
| 14. | Type of Reporting Person (See Instructions) I |
_____________________________
1 Consists of (a) 3,615,757 shares owned by William Anderson Wittekind (“Wittekind”); (b) 840,319 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 156,193,912 shares of common stock outstanding as of October 3, 2024, as disclosed in the issuer’s Form 10-K filed with the Commission on October 10, 2024.
EXPLANATORY NOTE
This Amendment No. 18 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, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17 thereto. Wittekind is the sole reporting person under this Amendment No. 18 to Schedule 13D (the “Reporting Person”).
Capitalized terms used but not defined in this Amendment No. 18 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, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17 thereto.
| Item 4. | Purpose of Transaction |
The information in Item 6 of this Amendment No. 18 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. 18, including the accompanying footnotes, is hereby incorporated by reference into this Item 5.
(c) Weird Science sold the shares of Common Stock listed below, on the dates listed below, at the weighted average prices and within the price ranges listed below in brokers’ transactions pursuant to Rule 144. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the reported range.
| 4 |
| Date | Number of Shares | Weighted Average Price | Price Range |
| 06/14/24 | 50,000 | $1.58 | $1.55-$1.65 |
| 06/25/24 | 20,000 | $1.58 | $1.55-$1.63 |
| 06/26/24 | 50,000 | $1.57 | $1.55-$1.59 |
| 06/27/24 | 14,671 | $1.50* | N/A |
| 07/01/24 | 60,000 | $1.56 | $1.55-$1.61 |
| 07/02/24 | 34,553 | $1.54 | $1.50-$1.57 |
| 07/03/24 | 50,000 | $1.51 | $1.50-$1.58 |
| 07/05/24 | 60,000 | $1.55 | $1.50-$1.63 |
| 07/09/24 | 4,630 | $1.53 | $1.52-$1.57 |
| 07/10/24 | 75,000 | $1.51 | $1.50-$1.57 |
| 07/11/24 | 14,896 | $1.51 | $1.50-$1.53 |
| 07/15/24 | 21,954 | $1.41 | $1.40-$1.44 |
| 07/17/24 | 16,362 | $1.46 | $1.45-$1.51 |
| 07/29/24 | 1,114 | $1.30 | $1.30-$1.31 |
* Actual price, not a weighted average price.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
First Amended Stockholder Derivative Complaint
On October 22, 2024 legal counsel for Wittekind and Weird Science filed a Notice of Subsequent Event Related to Pending Motion to Dismiss (the “Notice of Subsequent Event”) with the United States District Court for the Central District of California–Western Division. The Notice of Subsequent Event is related to the matters disclosed in the Issuer’s Form 8-K filed on October 16, 2024 and is attached to this Amendment No. 18 as Exhibit 26.
The Board Defendants filed a motion to dismiss the First Amended Stockholder Derivative Complaint on July 29, 2024. As referenced in the Notice of Subsequent Event, the motion has been fully briefed, the court held a hearing on the motion on October 3, 2024 and took the matter under submission.
Amended Investor Rights Complaint
On June 7, 2024 Weird Science and Wittekind (in his individual capacity as sole trustee of the Trusts) filed oppositions to the Issuer’s and the other defendants’ motions to dismiss the Amended Investor Rights Complaint. The Issuer and the other defendants filed replies to such oppositions on August 30, 2024 and oral arguments on the motions to dismiss are scheduled in the Delaware Court of Chancery on November 15, 2024.
Issuer Complaint
On June 21, 2024 the Issuer filed a complaint against Weird Science, Wittekind, the Trusts and Gumrukcu in the Delaware Court of Chancery alleging fraudulent concealment, equitable fraud, unjust enrichment and civil conspiracy in connection with the Merger Agreement. Among other remedies, the Issuer is seeking recovery of the shares of Common Stock issued under the Merger Agreement that are in the possession, custody or control of the defendants. The Reporting Person believes this action has no merit whatsoever, denies the allegations and intends to vigorously defend against all of the claims. A motion to dismiss this complaint was filed with the Delaware Court of Chancery on October 1, 2024.
| 5 |
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 Capital Fund LLC 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 intends to, and may cause Weird Science and the Trusts to, sell shares of Common Stock from time to time pursuant to Rule 144 or in private transactions.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 26 |
| 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 18 is true, complete and correct.
Date: October 23, 2024
| /s/ William Anderson Wittekind | ||
| WILLIAM ANDERSON WITTEKIND | ||
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