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United States securities and exchange commission logo





                           April 22, 2024

       Mark DyBul
       Chief Executive Officer
       Renovaro Biosciences Inc.
       2080 Century Park East, Suite 906
       Los Angeles, CA 90067

                                                        Re: Renovaro
Biosciences Inc.
                                                            Form 10-K for the
Fiscal Year Ended June 30, 2023
                                                            Filed October 2,
2023
                                                            File No. 001-38758

       Dear Mark DyBul:

              We have reviewed your March 11, 2024 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our January 30, 2024
       letter.

       Form 10-K for the Fiscal Year Ended June 30, 2023

       Notes to the Consolidated Financial Statements
       Note 1 - Summary of Significant Accounting Policies
       Impairment of Goodwill and Indefinite Lived Intangible Assets, page F-11

   1.                                                   We acknowledge your
response to prior comment one. Please explain to us whether your
                                                        decision to
deprioritize further development of RENB-HV-01 and the resulting
                                                        impairment of your
IPR&D intangible asset was considered when determining the fair
                                                        value of your reporting
unit for purposes of your goodwill impairment analysis. Please
                                                        also explain whether
the March 2024 termination of the license agreement covering
                                                        RENB-HV-01 triggered an
impairment loss in the quarter ended March 31, 2024.
 Mark DyBul
Renovaro Biosciences Inc.
April 22, 2024
Page 2
Fair Value of Financial Instruments, page F-12

2.       We acknowledge the information provided in your response to prior
comments two and
         three. Please address the following:
             Clarify what constitutes your IPR&D intangible asset. In this
regard, your disclosure
             in Note 4 indicates that the IPR&D intangible asset consists
solely of your license
             agreement for RENB-HV-01. However, in your response to prior
comment two, you
             discuss valuation inputs with regard to each of the company's cell
and gene therapy
             product candidates for the treatment or prevention of HIV "other
than RENB-HV-01
             product candidate."
             Quantify for us each of the assumptions described on page 2 of
your response, as well
             as the sensitivity of your fair value estimates to reasonably
likely changes in these
             key assumptions.
             Explain which assumptions were impacted by your decision to
deprioritize further
             development of RENB-HV-01 and shift your focus to your oncology
pipeline.
             Explain whether the March 2024 termination of the license
agreement covering
             RENB-HV-01 triggered an impairment loss in the quarter ended March
31, 2024.

Note 11- Subsequent Events
Definitive Agreement with GEDI Cube, page F-31

3.       We note that you provided pro forma financial statements related to
the GEDi Cube
         acquisition in your Proxy Statement submitted on January 3, 2024. Your
pro forma
         presentation treats this acquisition as a business combination. Please
tell us how you
         considered the guidance in ASC 805-10-55-5A in determining that GEDi
Cube constitutes
         a business given that substantially all of the fair value of the gross
assets acquired appear
         to be concentrated in a single identifiable asset or group of similar
identifiable assets. In
         this regard, your pro forma financial statements show that indefinite
life intangible assets
         of $275.2 million comprise the entirety of the purchase consideration
transferred.

4.     As a related matter, please explain to us the methods and assumptions
used to value the
       indefinite life intangible assets that appear to represent the IPR&D AI
Platform acquired
       by GEDi Cube from Grace Systems in August 2023. Please also describe and
quantify
       changes in key assumptions and other factors attributing to the apparent
significant
       increase in the valuation of this IPR&D AI Platform from when it was
originally acquired
       from Grace Systems. In this regard, GEDi Cube's interim financial
statements included in
       the Proxy Statement indicate that the IPR&D acquired from Grace Systems
was valued at
FirstName LastNameMark DyBul
          464,335 and expensed as incurred given that the acquisition was
treated as an asset
Comapany    NameRenovaro Biosciences Inc.
       acquisition.
April 22, 2024 Page 2
FirstName LastName
 Mark DyBul
FirstName   LastNameMark
Renovaro Biosciences   Inc. DyBul
Comapany
April       NameRenovaro Biosciences Inc.
       22, 2024
April 322, 2024 Page 3
Page
FirstName LastName
       Please contact Franklin Wyman at 202-551-3660 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
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