Full Press Release Details
Renovaro Biosciences and AI Health Company GEDi Cube Sign Definitive
Agreement to Combine
The combined company aims to accelerate precision,
personalized medicine for longevity powered by mutually reinforcing AI and biotechnology platforms for early diagnosis, better targeted
treatments, and drug discovery
-AI technology products
projected to be in marketplace in 2024
-Phase 1/2 human studies of pancreatic
cancer and other solid tumors with poor longevity projected to begin second half of 2024
LOS ANGELES - Sept. 29, 2023 - Renovaro
Biosciences Inc. (NASDAQ: RENB) (Renovaro), an advanced, preclinical biotechnology firm in cell, gene and immunotherapy has signed a definitive
agreement to combine with GEDi Cube Intl Ltd., (GEDi Cube) an AI medical technology company, in which GEDi Cube will become a wholly-owned
subsidiary of Renovaro in a stock-for-stock acquisition (the "Transaction").
If completed, the Transaction will result in a combined company that will
offer advanced early diagnosis and early identification of recurring cancer as well as potential therapies for several critical diseases
such as pancreatic cancer and other solid tumors with poor life expectancy. It is expected that the combined company will have a unique
advantage: Renovaro Biosciences' pre-clinical and clinical trial data could be utilized to accelerate GEDi Cube's AI capabilities
that, in turn, could potentially help to accelerate Renovaro's development of potential new therapies. AI will be used to advance
the fields of diagnosis and treatment with the aim of redefining the future of medicine.
"We believe GEDi Cube's AI technology
will enhance and accelerate the development of treatments we are currently pursuing as well as power the discovery of new therapeutic
approaches for cancer and other diseases," said Dr. Mark Dybul, CEO of Renovaro Biosciences. "The combined company will have
independent operating divisions that will allow each technology to move as quickly as possible to commercialization while the collaboration
between divisions will aim to drive new advances in both AI and medicine."
"I believe this is a unique opportunity to leverage
the capabilities of our two companies, allowing us to accelerate our product development roadmap and our potential to improve diagnostics
and treatments for many cancers," said Craig Rhodes, CEO of GEDi Cube. "We expect to begin offering commercial diagnostic
products in 2024 that, in our view, will be comparable or superior to what is currently in the marketplace. We are looking forward to
this exciting new venture."
GEDi Cube has been developing its innovative technologies
over the last decade and has already validated early diagnosis of lung cancer in humans at a leading university hospital. The company
has also validated technology to target 12 additional cancers, including pancreatic and breast cancer.
Renovaro Biosciences has developed advanced cell,
gene and immunotherapy techniques designed to reignite the body's natural tumor-fighting capabilities. The company expects to begin
human Phase 1/2 clinical trials of its leading candidate for pancreatic cancer and other solid tumors with poor life expectancy by the
second half of 2024.
About the Transaction
The Transaction is structured as a stock-for-stock
acquisition whereby all of GEDi Cube's outstanding equity interests will be exchanged for shares of Renovaro common stock. Following
the closing of the Transaction, GEDi Cube equity holders are expected to own approximately 50% of the combined company, subject to certain
adjustments provided for in the definitive agreement. The agreement was executed by a supermajority controlling interest of 78 percent
of GEDi Cube shareholders; it is expected the remaining 22 percent will be included in the agreement prior to closing.
The boards of directors of both companies have unanimously
approved the definitive agreement. The Transaction is expected to close late in the fourth quarter of 2023 or early 2024, subject to satisfying
certain closing conditions, including the receipt of stockholder approval by Renovaro stockholders of the issuance of the shares of Renovaro
common stock in the Transaction and an amendment to its certificate of incorporation to increase the number of authorized shares of common
Important Additional Information and Where to Find It
In connection with the proposed Transaction, Renovaro
intends to file a proxy statement (the "proxy statement"), and will file other documents regarding the proposed Transaction
with the SEC. INVESTORS AND SECURITYHOLDERS OF RENOVARO ARE URGED TO CAREFULLY AND THOROUGHLY READ, WHEN THEY BECOME AVAILABLE,
THE PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY RENOVARO WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENOVARO, GEDI CUBE AND THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND
Once complete, a definitive proxy statement will be
mailed to stockholders of Renovaro. Investors will be able to obtain free copies of the proxy statement, as may be amended from time to
time, and other relevant documents filed by Renovaro with the SEC (when they become available) through the website maintained by the SEC
at www.sec.gov. Copies of documents filed with the SEC by Renovaro, including the proxy statement (when it becomes available), will be
available free of charge from Renovaro's website at www.renovarobio.com under the "Financials" tab.
Participants in the Solicitation
Renovaro and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders of Renovaro in connection with the proposed Transaction.
Information about Renovaro's directors and executive officers is set forth in Renovaro's definitive proxy statement for the
2023 annual meeting of stockholders filed with the SEC on May 16, 2023, and the proxy statement (when it becomes available). Other information
regarding the interests of such individuals, as well as information regarding other persons who may be deemed participants in the proposed
Transaction, will be set forth in the proxy statement and other relevant materials to be filed with the SEC when they become available.
Stockholders of Renovaro, potential investors, and other readers should read the proxy statement carefully when it becomes available before
making any voting or investment decisions.
No Offer or Solicitation
This communication is not intended to and shall not
constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval
with respect to the proposed Transaction or otherwise. No offering of securities shall be made, except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or otherwise in accordance with applicable law.
Cautionary Note Regarding Forward-Looking Statements
This communication contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities,
events or developments that Renovaro or GEDi Cube expects, believes or anticipates will or may occur in the future are forward-looking
statements. Words such as "estimate," "project," "predict," "believe," "expect,"
"anticipate," "potential," "create," "intend," "could," "would,"
"may," "plan," "will," "guidance," "look," "goal," "future,"
"build," "focus," "continue," "strive," "allow" or the negative of such terms
or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions,
or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking.
These forward-looking statements include, but are not limited to, statements regarding the proposed Transaction, the expected closing
of the proposed Transaction and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies
and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities
and anticipated future performance. Information adjusted for the proposed Transaction should not be considered a forecast of future results.
There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements
included in this communication. These include the risk that cost savings, synergies and growth from the proposed Transaction may not be
fully realized or may take longer to realize than expected; the possibility that shareholders of Renovaro may not approve the issuance
of new shares of Renovaro common stock in the proposed Transaction or that shareholders of Renovaro may not approve the proposed Transaction;
the risk that a condition to closing of the proposed Transaction may not be satisfied, that either party may terminate the Transaction
Agreement or that the closing of the proposed Transaction might be delayed or not occur at all; potential adverse reactions or changes
to business or employee relationships, including those resulting from the announcement or completion of the proposed Transaction; the
occurrence of any other event, change or other circumstances that could give rise to the termination of the stock purchase agreement relating
to the proposed Transaction; the risk that changes in Renovaro's capital structure and governance could have adverse effects on
the market value of its securities and its ability to access the capital markets; the ability of Renovaro to retain its Nasdaq listing;
the ability of GEDi Cube to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers
and on GEDi Cube's operating results and business generally; the risk the proposed Transaction could distract management from ongoing
business operations or cause Renovaro and/or GEDi Cube to incur substantial costs; the risk that GEDi Cube may be unable to reduce expenses;
the impact of the COVID-19 pandemic, any related economic downturn; the risk of changes in regulations effecting the healthcare industry;