Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Executive Officer and Director

On October 14, 2024, the board of directors (the "Board") of Renovaro Inc. (the "Company") appointed David Weinstein, age 64, as Chief Executive Officer of the Company and a member of the Board, effective immediately. Immediately prior to joining the Company, Mr. Weinstein was a Managing Partner, Investment Banking at Dawson James Securities, Inc. where he has worked since 2005. While at Dawson James, Mr. Weinstein directly sourced over $300 million in investments for small-cap biotech and healthcare companies. He also spearheaded the merger of two healthcare companies in personalized cancer diagnostics and assisted in its uplisting on Nasdaq. Mr. Weinstein received his Bachelor of Arts in Liberal Arts from St. John's College and a Masters in Public Management from the University of Maryland.

In connection with his appointment, the Company entered into an employment agreement (the "Employment Agreement") which provides that Mr. Weinstein's base salary will be $400,000 per year, and he will be eligible to receive a performance bonus of up to $150,000 per year, which will be payable on or before March 15^th of each calendar year. For calendar year 2024, Mr. Weinstein will be eligible for a pro rated performance bonus. The Employment Agreement also provides that Mr. Weinstein will receive a sign on bonus upon the effective date of the Employment Agreement of 250,000 shares of restricted stock. Upon the receipt of at least $2,000,000 in new financing, the Company shall pay Mr. Weinstein a $25,000 bonus. The Employment Agreement also provides for a sign-on equity grant of 1,600,000 stock options, which will vest 200,000 options per quarter for eight quarters, beginning on January 1, 2025. Additionally, Mr. Weinstein will be eligible to receive a discretionary annual equity grant of 250,000 shares of restricted stock beginning on the first year anniversary of the Employment Agreement based on Company achievement of certain corporate objectives.

Mr. Weinstein is eligible to participate in the benefit plans and programs generally available to the Company's employees. Mr. Weinstein will also be entitled to reimbursement of all reasonable business expenses incurred or paid by him in the performance of his duties and responsibilities for the Company, subject to providing of evidence of such expenses reasonably satisfactory to the Company. If Mr. Weinstein is terminated without cause or if Mr. Weinstein terminates his employment for good reason, the Company agrees to provide to Mr. Weinstein as severance: (i) an amount equal to six (6) months of his base salary, (ii) if Mr. Weinstein timely elects to continue health plan coverage under COBRA, reimbursement of premiums to continue health care benefits coverage under COBRA for the 6 months following the date of Mr. Weinstein's termination and (iii) accelerated vesting of all time-based equity awards. "Good Reason" in the Employment Agreement includes the sale of substantially all of the assets of the Company or a merger in which the shareholders of the Company do not retain control.

The summary of the Employment Agreement set forth above does not purport to be a complete statement of the terms of such document. The summary is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.

Mr. Weinstein 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.

Chief Executive Officer Resignation

Mark Dybul, M.D., the Company's former Chief Executive Officer, tendered his resignation as Chief Executive Officer and as a member of the Board on October 12, 2024.

Appointment of Directors

In addition to the appointment of Mr. Weinstein to the Board, on October 14, 2024, the Board appointed Maurice van Tilburg, James McNulty, Douglas Calder and Mark Collins to the Board to fill vacancies. Messrs. Weinstein, van Tilburg, McNulty, Calder and Collins will serve until the Company's next annual meeting of stockholders or until his successor has been duly elected or qualified. Set forth below are the new directors' biographies.

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