Renovaro Biosciences Inc., a Delaware corporation (the “Company”), is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended June 30, 2023 (the “Form 10-K”).

The Company could not complete the filing of its Annual Report on Form 10-K for the period ended June 30, 2023, due to a delay in obtaining and compiling information required to be included in the Company’s Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. In particular, certain third-party valuation work could not be completed prior to the filing date. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report a net loss of approximately $27.8 million for the year ended June 30, 2023. Loss from operations for the year ended June 30, 2023, is expected to decrease by approximately $85.6 million, which was attributable to the difference of indefinite life intangible assets impairment charge of $7.1 million and $93.3 million, for the years ended June 30, 2023 and 2022, respectively. While the Company does not expect any significant changes to the aforementioned preliminary unaudited financial information, such preliminary financial information remains subject to change pending the completion of the Company’s financial statements as of and for the year ended June 30, 2023.

This notice contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, earnings outlook, and prospects of Renovaro and the timing of the filing of the 2023 Form 10-K. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of Renovaro and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include but are not limited to those discussed and identified in public filings made with the SEC by Renovaro. Should one or more of the risks or uncertainties materialize or should any of the assumptions made by the management of Renovaro prove incorrect, actual results may vary in material respect from those projected in these forward-looking statements.