Lunai Bioworks Inc. (LNAI): M&A transaction — Renovaro completes acquisition of GEDi Cube; issues 70.8M shares, renames to Renovaro Inc.

On February 11, 2024, Henrik Grønfeldt-Sørensen notified the Board of his decision to resign as a director of the Company, effective as of the closing of the Transaction.

On February 11, 2024, the Board appointed Karen Brink, the Chief Growth Officer of GEDi Cube, to the Board, effective upon the closing of the Transaction, to fill the vacancy created by Mr. Grønfeldt-Sørensen’s resignation.

In connection with the closing of the Transaction, on February 13, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Incorporation (the “Name Change Amendment”) to change its corporate name from “Renovaro Biosciences Inc.” to “Renovaro Inc.”, effective immediately.

collectively, the “GEDi Cube Shares”) in exchange for which each Seller was entitled to receive (i) as of the Closing Date, such Seller’s pro rata percentage of an aggregate of 70,834,183 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), which represents the 67,224,089 shares of Common Stock issued and outstanding as of the

On February 9, 2024, the parties to the Stock Purchase Agreement entered into a Second Amendment to Stock Purchase Agreement (the “Amendment”), pursuant to which the parties amended the Stock Purchase Agreement to increase (i) the number of directors comprising the Company’s Board of Directors (the “Board”) effective upon the Closing from nine to ten individuals; (ii) the number of directors to be designated by the Company to serve on the Board effective as of the Closing from four to five individuals; and (iii) the number of such directors designated by the Company who are required to qualify as an “independent director” under Listing Rule 5605(a) of the Nasdaq Stock Market from three to four individuals.