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) |
| 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) 11.8%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.
| 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.
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
|
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 |
7
Exhibit 26
NOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO DISMISS 12345678910 11 12 13 14
15 16 17 18 19 20 21 22 23 24 25 26 27 28 Megan A. Maitia, Bar No. 285271megan@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, AVRAM MILLER, KAREN BRINK, YALLA YALLA LTD., RS GROUP APS, RS
BIO APS, PASECO APS, OLE ABILDGAARD, K&L GATES LLP, CLAYTON E. PARKER, LINCOLN PARK CAPITAL FUND LLC, DOES 1-10, Defendants, and
RENOVARO BIOSCIENCES INC., Nominal Defendant. Case No.: 2:24-cv-00645-HDV-MRWNOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO
DISMISS Hearing Held: October 3, 2024 (motion under submission)
NOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO DISMISS 12345678910 11 12 13 14
15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO DISMISS Pending before the Court is
a motion to dismiss (Dkt. 36) filed by the Renovaro Board Defendants René Sindlev, Mark Dybul, Gregg Alton, Carol Brosgart, Henrik
Grønfeldt-Sørensen, James Sapirstein, and Jayne McNicol, all of whom are represented by the law firm Vedder Price. The motion
has been fully briefed (Dkt. 39, 41.) The Court held a hearing on October 3, 2024 and took the matter under submission. On October 16,
2024, Renovaro publicly announced information that goes to the heart of this derivative case and the pending motion to dismiss: Chairman
René Sindlev threatened the remaining Board Defendants with legal action unless they resigned and claimed to have the support of
Renovaro stockholders owning 107 million shares of Renovaro's common stock outstanding to remove the directors by a shareholder vote.
The Board Defendants (including the sole director on the Special Litigation Committee purportedly investigating Plaintiffs' demands)
subsequently resigned, and Sindlev installed a new, hand-picked Board of Directors and then resigned himself. This was done without disclosures
required by SEC regulations. The announced information and related legal issues are further explained below. Vedder Price has ignored
inquiries about this new information. Plaintiff's counsel therefore brings the information to the Court's attention through this
notice and is available for subsequent briefing and/or a status conference, at the Court's discretion. Summary of subsequent events
and related context. On April 11, 2024, Michael J. Quinn, legal counsel for Rene Sindlev and the other Board Defendants, submitted a
declaration to the court declaring, under penalty of perjury, that "[i]n direct response to Plaintiffs' demand letter, the Renovaro
Board appointed a Special Committee of independent directors, Leni Boeren and Ruud Hendricks" and that "[t]he Special Committee
retained Stradling Yocca Carlson & Rauth LLP as counsel, who has begun an investigation into Plaintiffs' demands." (Dkt.
24-1.)
2 NOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO DISMISS1 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 July 3, 2024, RENB filed a Form 8-K reporting that Leni Boeren gave notice of her
resignation as a director of RENB on June 27, 2024, effective as of such date. According to the Form 8-K, "Ms. Boeren served as
chair of the Company's special litigation committee." On October 10, 2024, RENB filed its Form 10-K for the year ended June
30, 2024, in which it disclosed "the Board of Directors initially formed a Special Committee ("Special Committee") of
independent directors on February 29, 2024. The Special Committee retained Stradling Yocca Carlson & Rauth LLP as its counsel to
investigate the issues identified in the demand letters. The Special Committee's investigation is ongoing." On October 16, 2024,
RENB filed a Form 8-K reporting that: (i) on October 11, 2024, the day after RENB filed its Form 10-K, which was signed by all of RENB's
directors, Avram Miller and Ruud Hendricks, the sole remaining director on the Special Committee, resigned as directors; (ii) on October
12, 2024, Mark Dybul, Karen Brink and James Sapirstein resigned as directors; (iii) on October 13, 2024, Greg Alton, Carol Brosgart and
Jayne McNicol resigned as directors; (iv) on October 14, 2024 Rene Sindlev filled five vacant director seats with David Weinstein, Maurice
van Tilburg, James A. McNulty, Douglas W. Calder and Mark A. Collins Ph.D.; and (v) on October 15, 2024 Mr. Sindlev resigned as chairman
of the board. A resignation letter from Mr. Sapirstein and a resignation letter from Mr. Alton, Ms. Brosgart and Ms. McNicol were attached
as exhibits to the October 16, 2024 Form 8-K. Both resignation letters indicate that Mr. Sindlev represented to the resigning directors
that he had sought and received support from stockholders owning 107 million shares to remove all the directors. The letter from Mr.
Alton, Ms. Brosgart and Ms. McNicol stated that Mr. Sindlev had threatened legal action against the directors if they did not resign.
3 NOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO DISMISS1 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 Summary of legal issues related to pending motion to dismiss. Rule 13d-2(a) requires
a Schedule 13D reporting person to file an amendment within two business days disclosing any material change in the facts set forth in
the Schedule 13D. Item 4(d) of Schedule 13D requires a description of "any plans or proposals which the reporting persons may have
which relate to or would result in . . . any change in the present board of directors or management of the issuer, including any plans
or proposals to change the number or term of directors or fill any vacancies on the board" . . . and Item 4(j) requires a description
of "any action similar to any of those enumerated above." Mr. Sindlev and his holding company RS Bio are Schedule 13D reporting
persons. Based on the disclosures in the Form 8-K and the resignation letters, Mr. Sindlev was communicating with RENB's stockholders
to garner support to remove RENB's directors before October 11, 2024 and that he threatened to cause RENB stockholders to remove
the directors if they did not resign. Mr. Sindlev's threats caused each of RENB's directors to resign and Mr. Sindlev filled
the vacancies with his own slate before resigning himself. Mr. Sindlev was required to disclose his plans to remove and replace RENB's
directors no later than two business days after he formulated this plan. Based on the dates in the Form 8-K and the resignation letters
attached as exhibits, Mr. Sindlev must have formulated this plan earlier than October 11, 2024, the date of the first director resignation.
Mr. Sindlev's failure to file an amendment to his Schedule 13D was and remains a violation of Rule 13d-2, as a plan to unseat the
entire board of directors is the epitome of a material change that should have been disclosed to the Company's stockholders. Plaintiffs
have asserted that, for the reasons set forth in the First Amended Complaint, Mr. Abildgaard does not qualify to report his ownership
on Schedule
4 NOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO DISMISS1 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 13G(Dkt. 31 ¶¶96-99), and that Mr. Sindlev has given testimony under oath
stating that Mr. Abildgaard promotes Renovaro's stock to other Danish investors (Dkt. 31 ¶ 48 and n.45). Because Mr. Abildgaard
continues to report on Schedule 13G, he needed to file a Schedule 13D within five business days of his involvement in Sindlev's plan
because Abildgaard held his securities in connection with or as a participant in any transaction having the purpose or effect or changing
or influencing control of RENB. This is another basis of a Section 13(d) group between Sindlev, Abildgaard, and others making up the
stockholders of the 107 million shares. Section 14(f) of the 1934 Act and Rule 14f-1 thereunder require an issuer to file a Schedule
14F-1 with the SEC and transmit it to the stockholders at least 10 days before the directors take office if those directors will constitute
a majority of the directors and are to be elected other than at a meeting of stockholders pursuant to any arrangement or understanding
with a person subject to Section 13(d). RENB has not filed a Schedule 14F-1 and Plaintiffs have not received one. Mr. Sindlev is a Section
13D reporting person and his arrangement in replacing the entire board with his own designees without a meeting of stockholders triggered
a Schedule 14F-1 filing obligation by RENB. As a result, Mr. Sindlev not only violated Section 13(d) and Rule 13d-2(a), but he caused
RENB to violate Section 14(f) and Rule 14f-1. On Wednesday morning, October 16, 2024, undersigned counsel emailed Michael Quinn and Philip
Tankovich at Vedder Price to ask whether they stilled represented the Board Defendants considering the resignations and apparent conflicts
between Sindlev and the other Board Defendants. As of the date and time of this filing, Vedder Prices has not responded to the email.
5NOTICE OF SUBSEQUENT EVENT RELATED TO PENDING MOTION TO DISMISS12345678910111213141516171819202122232425262728Dated:
October 22, 2024 Respectfully submitted, By: Megan A. MaitiaJennifer L. WilliamsSUMMA LLPAttorneys for PlaintiffsWeird Science LLC and
William Anderson Wittekind
Renovaro (NASDAQ:RENB)
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Renovaro (NASDAQ:RENB)
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