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 (GLOBE NEWSWIRE) -- 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 and we will rebrand our organization to Renovaro.AI."
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 stock of Renovaro.
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 RELATED MATTERS.
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; and other important factors that could cause actual results
to differ materially from those projected. All such factors are difficult to
predict and are beyond Renovaro's or GEDi Cube's control, including those
detailed in Renovaro's Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K that are available on Renovaro's website at
www.renovarobio.com and on the website of the Securities and Exchange Commission
(the "SEC") at www.sec.gov. All forward-looking statements are based on
assumptions that Renovaro and GEDi Cube believe to be reasonable but that may
not prove to be accurate. Any forward-looking statement speaks only as of the
date on which such statement is made, and neither Renovaro nor GEDi Cube
undertakes any obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise, except as
required by applicable law. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof.
About the Companies
GEDi Cube, Intl LTD is pioneering a multi-modal approach for the early detection
of cancer and its recurrence involving blood biopsies, imaging, and multiomic
analysis. The company has a strategic partnership with NVIDIA, the leader in
semiconductors for AI. For more information on GEDi Cube Intl LTD, go to their
website at www.gedicube.com
Renovaro Biosciences Inc. has developed advanced cell, gene and immunotherapy
platforms designed to renew the body's natural tumor-fighting capabilities
against cancer and infectious diseases. For more information on Renovaro
Biosciences Inc., go to its website at www.renovarobio.com.
Contact: ir@renovarobio.com
Source: Renovaro Biosciences Inc.
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