Correspondence 0001731122-24-001524 from RENOVARO INC. (RENB) (CIK 0001527728) (LNAI)
RENOVARO INC. (RENB) (CIK 0001527728)
Date: Oct. 1, 2024 · CIK: 0001527728 · Accession: 0001731122-24-001524
AI Filing Summary & Sentiment
File numbers found in text: 001-38758
Referenced dates: September 25, 2024
Letter
VIA EDGAR SUBMISSION Division of Corporation Finance Office of Life Sciences Re: Renovaro Biosciences Inc. Form 10-K for the Fiscal Year Ended June 30, 2023 Filed October 2, 2023 File No. 001-38758
Dear Mr. Wyman and Ms. Connell:
Renovaro Inc., f/k/a Renovaro Biosciences Inc. (“Renovaro” or the “Company”) submits this letter in response to your letter dated September 25, 2024, relating to the above-referenced filing by the Company. Set forth below are the comments contained in the Staff’s letter, followed by the Company’s responses. Capitalized terms not defined herein should be given the meaning provided in the above-referenced filing.
Form 10-K for the Fiscal Year Ended June 30, 2023
Notes to the Consolidated Financial Statements
Note 4 - Intangible Assets and Goodwill, page F-14
1. Please provide us with the results of your annual goodwill impairment assessment as of June 30, 2024 as it relates to the goodwill recognized in the February 2024 acquisition of GEDiCube. Please explain how the significant decline in your market capitalization since the acquisition date factored into your analysis.
Response:
Management performed a qualitative analysis of the acquired goodwill relating to the RENC reporting unit as of June 30, 2024. The RENC reporting unit contains the goodwill associated with the GEDi Cube acquisition. Management elected a qualitative approach in light of the short period of time between the acquisition date and the end of the reporting period. Further, this qualitative approach addresses the decline in our market capitalization as well as encompassing many other significant factors. The result of this analysis determined that the carrying value of all of the Company’s reporting units was significantly less than the market capitalization of the Company as of the reporting date.
October 1, 2024 CONFIDENTIAL TREATMENT
REQUESTED BY RENOVARO INC.
Page
We also considered all other factors within ASC 350-20-35-3C as well as any other factors which management determined may be significant to the fair value of the reporting unit since the acquisition through the reporting date. We have provided our position paper attached as Appendix A concerning this topic for your reference. We have also attached as Appendix B the Company’s balance sheet and statement of operations as of and for the period ended June 30, 2024 for your reference.
Please contact me at (347) 268-4376 or at starsh@renovarobio.com, if you have any questions.
Sincerely,
/s/ Simon Tarsh
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filename1.htm
FOIA CONFIDENTIAL TREATMENT REQUESTED
PURSUANT TO 17 C.F.R. § 200.83
BY RENOVARO INC.
CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED
FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS
OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[REDACTED]”.
VIA EDGAR SUBMISSION
October 1, 2024
Mr. Frank Wyman
Ms. Angela Connell
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
Washington, D.C. 20549
Re: Renovaro Biosciences Inc.
Form 10-K for the Fiscal Year Ended
June 30, 2023
Filed October 2, 2023
File No. 001-38758
Dear Mr. Wyman and Ms. Connell:
Renovaro Inc., f/k/a Renovaro Biosciences Inc. (“Renovaro”
or the “Company”) submits this letter in response to your letter dated September 25, 2024, relating to the above-referenced
filing by the Company. Set forth below are the comments contained in the Staff’s letter, followed by the Company’s responses.
Capitalized terms not defined herein should be given the meaning provided in the above-referenced filing.
Form 10-K for the Fiscal Year Ended June 30, 2023
Notes to the Consolidated Financial Statements
Note 4 - Intangible Assets and Goodwill, page F-14
1. Please provide us with the results of your annual goodwill impairment assessment as of June 30, 2024 as
it relates to the goodwill recognized in the February 2024 acquisition of GEDiCube. Please explain how the significant decline in your
market capitalization since the acquisition date factored into your analysis.
Response:
Management performed a qualitative analysis of the
acquired goodwill relating to the RENC reporting unit as of June 30, 2024. The RENC reporting unit contains the goodwill associated with
the GEDi Cube acquisition. Management elected a qualitative approach in light of the short period of time between the acquisition date
and the end of the reporting period. Further, this qualitative approach addresses the decline in our market capitalization as well as
encompassing many other significant factors. The result of this analysis determined that the carrying value of all of the Company’s
reporting units was significantly less than the market capitalization of the Company as of the reporting date.
October 1, 2024
CONFIDENTIAL
TREATMENT
REQUESTED BY RENOVARO INC.
Page
2
We also considered all other factors within ASC 350-20-35-3C
as well as any other factors which management determined may be significant to the fair value of the reporting unit since the acquisition
through the reporting date. We have provided our position paper attached as Appendix A concerning this topic for your reference. We have
also attached as Appendix B the Company’s balance sheet and statement of operations as of and for the period ended June 30, 2024
for your reference.
Please contact me at (347) 268-4376 or at starsh@renovarobio.com,
if you have any questions.
Sincerely,
/s/ Simon Tarsh
Simon Tarsh
Interim Chief Financial Officer
Renovaro Inc.
October 1, 2024
CONFIDENTIAL
TREATMENT
REQUESTED BY RENOVARO INC.
Page
3
APPENDIX A [REDACTED]
October 1, 2024
CONFIDENTIAL
TREATMENT
REQUESTED BY RENOVARO INC.
Page
4
APPENDIX B [REDACTED]