Renovaro Biosciences Inc. (NasdaqCM:RENB) signed a letter-of-intent to acquire GEDi Cube Intl Ltd. on August 9, 2023. Renovaro Biosciences Inc. signed a definitive agreement to acquire GEDi Cube Intl Ltd. on September 28, 2023. This is a stock-for-stock acquisition. Both Renovaro and GEDi Cube board unanimously approved the definitive agreement. Completion of the transaction with GEDi Cube is subject to, among other matters, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the appropriate parties. The transaction is subject to receipt of Renovaro stockholder approval. The transaction is expected to complete in late fourth quarter of 2023 or early 2024. As of October 2, 2023, The Hon. Mark Dybul, The CEO of Renovaro will act as CEO for both combined companies. As of December 22, 2023, Stock Purchase Agreement has amended on December 20, 2023. Under the terms of the Stock Purchase Agreement, at the effective time of the Transaction (the "Effective Time"), the Sellers will sell and transfer to Renovaro all of the equity interests of GEDi Cube (each, a "GEDi Cube Share") owned by Sellers that are issued and outstanding as of immediately prior to the Effective Time in exchange for (i) an aggregate number of shares of common stock, par value ?0.0001 per share, of Renovaro ("Common Stock") equal to a specified percentage of the shares of Common Stock issued and outstanding as of the Effective Time (minus (a) 1 million shares of Common Stock issued to a consultant assisting with the Transaction and (b) 1 million shares of Common Stock issued to Avram Miller prior to the Closing pursuant to his Advisory Agreement, dated October 11, 2023, by and between Mr. Miller and Renovaro (the "Miller Consulting Agreement")), which percentage shall be a ratio of the aggregate number of GEDi Cube Shares owned by the Sellers divided by the aggregate number of GEDi Cube Shares issued and outstanding, in each case, as of the Effective Time (the "Closing Consideration"), and (ii) the right to receive earn-out shares of Common Stock to be issued pro rata to the Sellers upon the exercise or conversion of any of Renovaro's derivative securities (subject to certain exceptions) which are outstanding at the Effective Time (the "Earnout Shares"). Renovaro Board unanimously approved the Stock Purchase Agreement.

Renovaro Biosciences Inc. (NasdaqCM:RENB) completed the acquisition of GEDi Cube Intl Ltd. on February 13, 2024.