SCHEDULE 13D/A: Renovaro Inc. Shareholder William Wittekind's Stake Diluted to 10.4% Amidst Complex Legal Battles

Sentiment:

Beneficial Ownership Update 15 April 2025 1:46 AM

William Anderson Wittekind's beneficial ownership in Renovaro Inc. decreased to 10.4% from 11.4% due to the issuance of 15 million shares for the Biosymetrics acquisition, while multiple complex legal disputes continue.

Capital raiseRenovaro Inc. issued 15,000,000 shares of Common Stock to the former stockholders of Biosymetrics, Inc. as part of the closing of the Biosymetrics Merger Agreement. While not a traditional capital raise for cash, it represents an issuance of equity for an acquisition, effectively increasing the share count and diluting existing shareholders.

Worse than expectedThe reporting person's beneficial ownership percentage decreased from 11.4% to 10.4% due to dilution from the issuance of new shares for an acquisition, which is a negative outcome for the reporting person's relative stake.

Summary

William Anderson Wittekind's beneficial ownership in Renovaro Inc. has decreased from 11.4% to 10.4%.
This reduction is primarily due to Renovaro Inc. issuing 15,000,000 shares of Common Stock to the former stockholders of Biosymetrics, Inc. following the closing of the Biosymetrics Merger Agreement on April 10, 2025.
As of February 12, 2025, there were 158,717,509 shares outstanding, which increased to 173,717,509 shares after the Biosymetrics issuance.
Wittekind beneficially owns an aggregate of 18,133,196 shares, comprising 5,606,644 shares with sole voting and dispositive power and 12,526,552 shares with shared voting and dispositive power (primarily through his spouse, Serhat Gumrukcu, whose shares are subject to a writ of attachment).
Wittekind has agreed to transfer 350,000 shares to RS Group ApS as part of a settlement agreement dated March 10, 2025.
Multiple ongoing legal proceedings involve Wittekind, Weird Science LLC, and various trusts, including appeals against dismissals in the Amended Investor Rights Complaint and the First Amended Stockholder Derivative Complaint, and a pending motion to dismiss in the Issuer Complaint.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the dilution of the reporting person's stake and the extensive, ongoing legal disputes which indicate significant corporate governance and litigation risks. The acquisition itself could be positive for the company, but the filing focuses on the shareholder's position and legal challenges.

Positives

The company completed the acquisition of Biosymetrics, Inc., which could be a strategic positive for Renovaro Inc. by expanding its capabilities or market reach.

Negatives

William Anderson Wittekind's beneficial ownership percentage decreased from 11.4% to 10.4% due to share dilution from the Biosymetrics acquisition.
A significant portion of shares (12,438,431 shares owned by Serhat Gumrukcu, Wittekind's spouse) are subject to a writ of attachment in a legal case.
Wittekind is required to transfer 350,000 shares as part of a settlement agreement, reducing his direct holdings.

Risks

Ongoing and complex legal proceedings involving Wittekind, Weird Science LLC, and the Issuer, including multiple appeals and motions to dismiss, which could result in adverse outcomes or significant legal costs.
The writ of attachment on 12,438,431 shares owned by Serhat Gumrukcu, Wittekind's spouse, poses a risk to the stability of a significant portion of the reported beneficial ownership.
Potential for further dilution of existing shareholders' stakes if the company issues more shares for acquisitions or other purposes.

Future Outlook

William Anderson Wittekind, Weird Science LLC, and the Trusts intend to appeal several legal dismissals, including those related to the Amended Investor Rights Complaint and the First Amended Stockholder Derivative Complaint. Weird Science also intends to seek leave to file a Second Amended Complaint to include additional claims, such as fraudulent concealment and breach of contract related to registration rights, and is exploring injunctive relief to enforce the Investor Rights Agreement. Supplemental briefing on breach of fiduciary duty claims is scheduled to be completed by June 5, 2025.

Industry Context

This filing primarily details a significant shareholder's updated ownership stake and ongoing legal disputes, rather than providing broad industry trends. The acquisition of Biosymetrics Inc. by Renovaro Inc. suggests a strategic move within the biotechnology or healthcare technology sector, potentially aiming to expand capabilities or market reach, but the filing does not elaborate on the strategic rationale or industry implications beyond the share issuance.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Legal Dispute	Ongoing legal disputes related to an Investor Rights Agreement, including claims of breach of contract, fraudulent inducement, and breach of fiduciary duty, indicating potential issues with corporate governance and shareholder rights.	NA	Could lead to significant legal costs, management distraction, and potential changes in shareholder rights or corporate policies depending on court outcomes.

Legal Proceedings

RS Group ApS v. GWRS Holdings, LLC (Superior Court of Los Angeles County, CA, Case No. 22-STCV26335): Resolved via Settlement Agreement dated March 10, 2025, requiring Wittekind to transfer 350,000 shares.
Amended Investor Rights Complaint (Delaware Court of Chancery): Claims against RS Group ApS, RS Bio ApS, Rene Sindlev, Paseco ApS, and Ole Abildgaard dismissed with prejudice (Nov 12, 2024 order); Wittekind, Weird Science, and Trusts intend to appeal. Claims by Wittekind and the Trusts dismissed with prejudice, punitive damages dismissed with prejudice, fraudulent concealment by Weird Science dismissed without prejudice (Dec 5, 2024 order); Weird Science, Wittekind, and Trusts intend to appeal dismissals and seek leave to file Second Amended Complaint for fraudulent concealment. Issuer's motion to dismiss breach of contract claims by Weird Science denied (except for Form S-1 registration statement); motions to dismiss tortious interference and fraudulent inducement claims granted; motion to dismiss declaratory judgment claim granted (April 2, 2025 order); Wittekind, Weird Science, and Trusts intend to appeal tortious interference and fraudulent inducement dismissals. Additional briefing requested for breach of fiduciary duty claims against K&L Gates and Clayton Parker under Florida law, due by June 5, 2025.
Renovaro Inc. v. Serhat Gumrukcu et al. (C.A. No. 2024-0678, Delaware Court of Chancery): Wittekind, Weird Science, and the Trusts filed motion to dismiss, with briefs exchanged.
Weird Science et al. v. Sindlev et al. (9th Cir. Case No. 24-7251, U.S. Court of Appeals for the Ninth Circuit): Weird Science and Wittekind are appealing the October 29, 2024 dismissal decision by the U.S. District Court for the Central District of California-Western Division.
The Estate of Gregory Davis et al. v. Serhat Daniel Gumrukcu (Civil Case No. 5:22-cv-123, United States District Court for the District of Vermont): 12,438,431 shares owned by Serhat Gumrukcu are subject to a writ of attachment.

Related Party Transactions

William Anderson Wittekind shares voting and dispositive power over 12,438,431 shares owned by his spouse, Serhat Gumrukcu, through a power of attorney.
Shares owned by Weird Science LLC, the William Anderson Wittekind 2020 Annuity Trust, the Dybul 2020 Angel Annuity Trust, the Ty Mabry 2021 Annuity Trust, and the William Anderson Wittekind 2021 Annuity Trust are all controlled by Wittekind as sole manager or sole trustee.

Stakeholder Impact

Shareholders: Existing shareholders, including the reporting person, experienced dilution due to the issuance of 15,000,000 shares for the Biosymetrics acquisition. The ongoing legal disputes could create uncertainty and potentially impact shareholder value.
Creditors: The writ of attachment on a significant block of shares owned by Serhat Gumrukcu could be relevant to creditors involved in that specific legal case.

Next Steps

William Anderson Wittekind, Weird Science LLC, and the Trusts intend to appeal dismissals in the Amended Investor Rights Complaint.
Weird Science, Wittekind, and the Trusts intend to seek leave to file a Second Amended Complaint in the Amended Investor Rights Complaint case, including claims for fraudulent concealment and a new breach of contract claim.
Weird Science, Wittekind, and the Trusts are exploring other possible claims, including injunctive relief, related to the Investor Rights Agreement.
Supplemental briefing on breach of fiduciary duty claims under Florida law is scheduled to be completed on or before June 5, 2025.
Weird Science and Wittekind intend to file their opening brief with the U.S. Court of Appeals for the Ninth Circuit in Weird Science et al. v. Sindlev et al. on or before April 15, 2025.

Key Dates

Date	Description
2018-01-12	Date of the original Merger Agreement between the Issuer (then DanDrit BioTech USA, Inc.), DanDrit Acquisition Sub, Inc., Renovaro Biopharma, Inc. (then Enochian Biopharma Inc.), and Weird Science LLC.
2022-06-24	Date of power of attorney granted by Serhat Gumrukcu to William Anderson Wittekind, allowing shared voting and dispositive power over Gumrukcu's shares.
2023-06-20	Date of Registration Rights Agreement between the Issuer and Lincoln Park Capital LLC.
2023-10-27	Date of United States District Court for the District of Vermont order, subjecting 12,438,431 shares owned by Serhat Gumrukcu to a writ of attachment in The Estate of Gregory Davis et al. v. Serhat Daniel Gumrukcu.
2024-10-29	Date of United States District Court for the Central District of California-Western Division decision granting Board Defendants' motion to dismiss in Weird Science et al. v. Sindlev et al.
2024-11-06	Date the Issuer's Form S-3 registration statement became effective.
2024-11-12	Date of Delaware Court of Chancery order granting motions to dismiss claims against RS Group ApS, RS Bio ApS, Rene Sindlev, Paseco ApS, and Ole Abildgaard with prejudice in the Amended Investor Rights Complaint.
2024-11-26	Date Wittekind, Weird Science, and the Trusts filed their opening brief in support of their motion to dismiss all claims in Renovaro Inc. v. Serhat Gumrukcu et al.
2024-12-05	Date of Delaware Court of Chancery order granting motions to dismiss certain claims in the First Amended Complaint, including all claims asserted by Wittekind and the Trusts with prejudice.
2025-02-12	Date as of which 158,717,509 shares of Common Stock were issued and outstanding, as disclosed in the Issuer's Form 10-Q.
2025-02-19	Date the Issuer's Form 10-Q was filed with the Commission, disclosing shares outstanding as of February 12, 2025.
2025-02-26	Date of the Agreement and Plan of Merger between the Issuer, Renovaro Acquisition Sub, and Biosymetrics (the Biosymetrics Merger Agreement).
2025-03-10	Date of Settlement Agreement between Wittekind and RS Group ApS, resolving RS Group ApS v. GWRS Holdings, LLC.
2025-03-14	Date Wittekind, Weird Science, and the Trusts filed their reply brief in Renovaro Inc. v. Serhat Gumrukcu et al.
2025-04-02	Date of Delaware Court of Chancery order regarding various motions to dismiss in the Amended Investor Rights Complaint.
2025-04-10	Date of event requiring filing of this statement; Issuer filed Form 8-K reporting issuance of 15,000,000 shares to Biosymetrics stockholders upon closing of the Biosymetrics Merger Agreement.
2025-04-14	Date of signature on this Schedule 13D Amendment No. 20.
2025-04-15	On or before this date, Weird Science and Wittekind intend to file their opening brief with the U.S. Court of Appeals for the Ninth Circuit in Weird Science et al. v. Sindlev et al.
2025-06-05	On or before this date, supplemental briefing on breach of fiduciary duty claims under Florida law is scheduled to be completed.

Recommendation

hold

Keywords

Renovaro Inc., Schedule 13D, Beneficial Ownership, Share Dilution, Biosymetrics Acquisition, Legal Proceedings, Shareholder Activism, William Anderson Wittekind, Weird Science LLC, Corporate Governance, SEC Filing

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