Sec Form 4 Filing - Dybul Mark @ RENOVARO INC. - 2024-02-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dybul Mark 2. Issuer Name and Ticker or Trading Symbol RENOVARO INC. [ RENB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O RENOVARO BIOSCIENCES INC., 9480 NE 2ND AVENUE #73 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2024 (Street) MIAMI, FL33138 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Purchase Common Stock $ 5.95 02/13/2024 D 7,563 ( 1 ) 02/28/2028 Common Stock 7,563 ( 2 ) 0 D Option to Purchase Common Stock $ 1.92 02/13/2024 A 7,563 02/13/2024 02/28/2028 Common Stock 7,563 ( 2 ) 7,563 D Option to Purchase Common Stock $ 5.74 02/13/2024 D 5,226 02/28/2019 09/19/2028 Common Stock 5,226 ( 2 ) 0 D Option to Purchase Common Stock $ 1.92 02/13/2024 A 5,226 02/13/2024 09/19/2028 Common Stock 5,226 ( 2 ) 5,226 D Option to Purchase Common Stock $ 6.5 02/13/2024 D 300,000 11/21/2018 11/21/2028 Common Stock 300,000 ( 2 ) 0 D Option to Purchase Common Stock $ 1.92 02/13/2024 A 300,000 02/13/2024 11/21/2028 Common Stock 300,000 ( 2 ) 300,000 D Option to Purchase Common Stock $ 8 02/13/2024 D 450,000 06/11/2021 06/11/2031 Common Stock 450,000 ( 2 ) 0 D Option to Purchase Common Stock $ 1.92 02/13/2024 A 450,000 02/13/2024 06/11/2031 Common Stock 450,000 ( 2 ) 450,000 D Option to Purchase Common Stock $ 4.57 02/13/2024 D 2,000,000 ( 3 ) 07/19/2031 Common Stock 2,000,000 ( 2 ) 0 D Option to Purchase Common Stock $ 1.92 02/13/2024 A 2,000,000 ( 3 ) 07/19/2031 Common Stock 2,000,000 ( 2 ) 2,000,000 D Option to Purchase Common Stock $ 2.54 02/13/2024 D 350,000 ( 4 ) 08/25/2032 Common Stock 350,000 ( 2 ) 0 D Option to Purchase Common Stock $ 1.92 02/13/2024 A 350,000 ( 4 ) 08/25/2032 Common Stock 350,000 ( 2 ) 350,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dybul Mark C/O RENOVARO BIOSCIENCES INC. 9480 NE 2ND AVENUE #73 MIAMI, FL33138 X Chief Executive Officer Signatures /s/ Mark Dybul 02/ 16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vested in three equal installments on February 28, 2019, February 28, 2020 and February 28, 2021. ( 2 )The transactions reported herein reflect a stock option repricing (the "Option Repricing") effective on February 13, 2024 (the "Repricing Date"). Pursuant to the Option Repricing, which was approved by stockholders on January 25, 2024, the exercise price of all repriced options has been amended to $1.92 per share, the closing price of the Company's common stock, par value $0.0001 per share (the "Common Stock"), on the date of the closing of the Registrant's acquisition of GEDi Cube Intl Ltd. There were no other changes to the terms of the options. ( 3 )The option vested in two equal installments on July 1, 2022 and July 1, 2023. The remainder of the option vests on July 1, 2024. ( 4 )One third of the option vested on August 25, 2023. The remainder of the option shall vest in two equal installments on August 25, 2024 and August 25, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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