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. 19)*
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
260 Madison Avenue, 15th Floor
New York, NY 10016
(646) 970.0611
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 4, 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 |
| 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) 11.4%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 161,717,342 shares of common stock outstanding as of October 27, 2024, as disclosed in the issuer’s Form 10-K/A filed with the Commission on October 28, 2024.
EXPLANATORY NOTE
This Amendment No. 19 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, Amendment No. 17 and Amendment No. 18 thereto. Wittekind is the sole reporting person under this Amendment No. 19 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, Amendment No. 17 and Amendment No. 18 thereto.
| Item 4. | Purpose of Transaction |
The information in Item 6 of this Amendment No. 19 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. 19, including the accompanying footnotes, is hereby incorporated by reference into this Item 5.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Investor Rights Agreement
On November 4, 2024 legal counsel for Weird Science, Wittekind and the Trusts sent a letter to legal counsel for the Company, K&L Gates LLP and Clayton Parker asserting piggyback registration rights in respect of the Form S-3 registration statement filed by the Company on October 30, 2024. A copy of such letter is attached to this Amendment No. 19 as Exhibit 27.
| 4 |
First Amended Stockholder Derivative Complaint
On October 29, 2024 the United States District Court for the Central District of California–Western Division, issued an order granting the Board Defendants’ motion to dismiss the First Amended Stockholder Derivative Complaint. A copy of the order is attached to this Amendment No. 19 as Exhibit 28. Wittekind is evaluating an appeal.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 27 | ||
| Exhibit 28 | Order Granting Defendants’ Motion to Dismiss issued by the United States District Court for the Central District of California–Western Division. |
| 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 19 is true, complete and correct.
Date: November 6, 2024
| /s/ William Anderson Wittekind | ||
| WILLIAM ANDERSON WITTEKIND | ||
6