XML 27 R15.htm IDEA: XBRL DOCUMENT v3.24.3
STOCKHOLDERS’ EQUITY
 3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 6 — STOCKHOLDERS’ EQUITY

 

Purchase Agreement with Lincoln Park Capital

 

On June 20, 2023, the Company entered into a purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $20,000,000 of shares of Common Stock over the 36-month term of the 2023 Purchase Agreement. Concurrently with entering into the 2023 Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2023 Purchase Agreement.

 

In consideration for entering into the 2023 Purchase Agreement, the Company issued 696,021 shares of Common Stock to Lincoln Park as a commitment fee on June 20, 2023.

 

During the quarter ended September 30, 2024 and 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

 

Common Stock Issuances

 

On June 14, 2024, Renovaro Inc., a Delaware corporation (the “Company”) closed a private placement of 5,315,215 of the Company’s units, each such Unit consisting of (i) one share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase one-tenth of a share of Common Stock, with certain investors (the “June 2024 Private Placement”). Related to the June 2024 Private Placement, ranging from July 3, 2024, to September 16, 2024, the Company sold 1,423,456 Units at a price per Unit equal to $1.4726 to a certain investor who paid in cash an aggregate amount of $2,096,181 in consideration of the Units.

 

On August 1, 2024, the Company issued 2,000,000 shares of Common Stock for consulting services valued at $1,400,000.

 

Stock-based Compensation

 

The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended September 30, 2024:

 

     
   Renovaro Inc.
Expected term (in years)   5.5 
Volatility   113.12%
Risk free interest rate   4.22%
Dividend yield   0%

 

On August 23, 2024, Avram Miller, a former member of the Company’s board of directors (the “Board of Directors”), forfeited 833,333 shares of Common Stock from the original 1,000,000 shares of Common Stock for advisory services originally granted to him on October 11, 2023. As consideration for such forfeiture, the Company granted to Mr. Miller, an option to purchase 978,261 shares of Common Stock of the Company with a per-share exercise price of, $0.69. The Company determined that this transaction represented a modification of the original award. The Company measured the fair value of the options issued as compared to the fair value of the original issuance and determined that there was no incremental compensation to recognize as the fair value of the options was less than the fair value of the Common Stock. Therefore, the Company will recognize the remaining fair value of the original award over the remaining vesting period, which is one year.  The Company recognized stock-based compensation expense of $222,306 related to the vesting of the stocks options during the period ended September 30, 2024. At September 30, 2024, the Company had $1,122,537 of unrecognized compensation cost related to the options which vest at August 23, 2025.

 

In total, the Company recognized stock-based compensation expense related to options of $357,648 and $983,829 for the three months ended September 30, 2024 and 2023, respectively. At September 30, 2024, the Company had approximately $1,239,528 of unrecognized compensation cost related to non-vested options.