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STOCKHOLDERS’ EQUITY
 9 Months Ended
Mar. 31, 2025
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 March 31, 2025 and 2024, 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 October 10, 2024, the Company sold 1,613,596 Units at a price per Unit equal to $1.4726 to a certain investor who paid in cash an aggregate amount of $2,376,181 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.

 

On October 14, 2024, the Company issued 250,000 shares of Common Stock to its Chief Executive Officer valued at $137,500.

 

On October 14, 2024, the Company issued 500,000 shares of Common Stock for consulting services valued at $275,000.

 

On October 17, 2024, the Company issued 160,000 shares of Common Stock for consulting services valued at $118,400.

On January 21, 2025, the Company issued 250,000 shares of Common Stock to its Chief Executive Officer of Renovaro Cube valued at $177,500.

 

Beginning February 24, 2025, the Company entered into a public equity offering. (see Note 7 – Commitment and Contingencies). 

  

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 nine months ended March 31, 2025:

 

     
    
   Renovaro Inc.
Expected term (in years)    5.5 - 7.5 
Volatility   109.45% - 118.99%
Risk free interest rate    3.86% - 4.40%
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 $847,082 related to the vesting of the stocks options during the period ended March 31, 2025. At March 31, 2025, the Company had $497,761 of unrecognized compensation cost related to the options which vest at August 23, 2025.

 

 On October 14, 2024, the Company issued 1,600,000 stock options to its Chief Executive Officer. The options had a fair value of $731,200, fully vest on January 1, 2027 and expire on October 14, 2034.

 

On November 4, 2024, the Company issued 362,904 stock options to its board of directors. The options had a fair value of $190,525 on the grant date, fully vest on October 14, 2025 and expire on November 4, 2034.

 

On November 4, 2024, the Company issued 58,500 stock options to its former interim Chief Financial Officer. The options had a fair value of $31,005 on the grant date, fully vest on January 6, 2025 and expire on November 4, 2034. Subsequently, during the period ended March 31, 2025, pursuant to the Company’s executive officer compensation claw back policy, the board of directors directed the Company to claw back and cancel the 58,500 options which were issued on November 4, 2024.

 

On January 21, 2025, the Company issued 250,000 stock options to the Chief Financial Officer of Renovaro Cube. The options had a fair value of $151,750 on the grant date, fully vest on January 6, 2027, and expire on January 21, 2035.

 

On January 21, 2025, the Company issued 1,000,000 stock options to its board of directors. The options had a fair value of $593,000 on the grant date, fully vest on December 30, 2029, and expire on January 21, 2035.

In total, the Company recognized stock-based compensation expense related to options of $263,631 and $1,179,940 for the three and nine months ended March 31, 2025, respectively. The Company recognized stock-based compensation expense related to options of $1,326,592 and $2,775,793 for the three and nine months ended March 31, 2024, respectively. At March 31, 2025, the Company had approximately $1,338,933 of unrecognized compensation cost related to non-vested options.

 

Warrants

 

The Company recognizes compensation costs for warrants non-employees based on their grant-date fair value. The value of each warrant 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 warrants granted using the Black-Scholes option-pricing model are as follows in the nine months ended March 31, 2025:

 

   
   Renovaro Inc.
Expected term (in years)   0.50 
Volatility   162.35%
Risk free interest rate   4.40%
Dividend yield   0%

  

On February 24, 2025, the Company issued 3,175,000 warrants to Paseco ApS. The company recognized stock-based compensation related to warrants of $1,235,538 in the period ended March 31, 2025. At March 31, 2025, the Company had zero unrecognized compensation cost related to non-vested warrants.