SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Renovaro
Biosciences Inc. |
|
(Name of Issuer)
|
| |
| Common Stock, par value $0.0001 per share |
|
(Title of Class of Securities)
|
|
Rene Sindlev
Stumpedyssevej 17
2970 Hørsholm
Denmark
Tel: +45 3133 4811 |
|
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
|
| March 14, 2016 |
| (Date of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
| 1 |
NAME OF REPORTING PERSON
RS Group ApS |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,070,869(1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
1,070,869(1) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,070,869 (1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) Mr. Sindlev is the Chief Executive Officer and
sole owner of RS Group ApS, consequently, he may be deemed the beneficial owner of the shares.
(2) The percentage reported in this Schedule 13D is
based upon 9,533,290 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by Renovaro Biosciences Inc.
(formerly known as DanDrit Biotechnology USA Inc.) (the “Issuer”) on February 12, 2016.
| 1 |
NAME OF REPORTING PERSON
Rene Sindlev |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,070,869 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
1,070,869 (1) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,070,869 (1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
|
(1) Mr. Sindlev is the Chief Executive Officer and
sole owner of RS Group ApS, consequently, he may be deemed the beneficial owner of the shares.
(2) The percentage reported in this Schedule 13D is
based upon 9,533,290 shares of common stock outstanding according to the Quarterly Report on Form 10-Q filed by the Issuer on February
12, 2016.
AMENDMENT NO. 1 SCHEDULE 13D
This Amendment No. 1 to Schedule
13D (this “Amendment”) is filed on behalf of RS Group ApS and Rene Sindlev. Mr. Sindlev and RS Group ApS are collectively,
the “Reporting Persons”. This Amendment modified the original Schedule 13D filed by RS Group ApS on March 5, 2015 (the
“Prior 13D”).
This Amendment is being filed
to report the purchase of additional securities of the Issuer by RS Group ApS and to include Rene Sindlev as a Reporting Person. On March
14, 2016, RS Group ApS purchased 555,869 shares of the Issuer’s common stock.
Capitalized terms used but not
otherwise defined in this Amendment have the meanings ascribed to such terms in the Prior 13D. Except as expressly amended and supplemented
by this Amendment, the Prior 13D is not amended or supplemented in any respect, and the disclosures set forth in the Prior 13D, other
than as amended herein are incorporated by reference herein.
Item 1. Security and Issuer
This Schedule 13D relates to the
common stock, par value $0.0001 per share (the “Common Stock”) of the Renovaro Biosciences Inc. (previously known as
Enochian Biosciences Inc. and at the time of the reported transaction, DanDrit BioTech USA, Inc.), whose principal executive offices are
located at 2080 Century City East, Suite 906, Los Angeles, CA 90067.
Item
2. Identity and Background
Item 2(a), (b), (c) and (f)
are hereby amended and modified to include the following (which shall be in addition to the information previously included in the Prior
13D):
RS Group ApS, whose principal
address Stumpedyssevej 17, 2970 Horsholm, Denmark and which is a Danish company.
Rene Sindlev, whose principal
address is Stumpedyssevej 17, 2970 Horsholm, Denmark. Mr. Sindlev is a Danish citizen.
Item 2(d) is hereby amended and restated, in its
entirety, as follows:
(d)
No Reporting Person has during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge
of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Item 2(e) is hereby amended and restated, in its
entirety, as follows:
(e)
No Reporting Person, during the
last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
4. Purpose of the Transaction
Item 4 is hereby amended and
modified to include the following (which shall be in addition to the information previously included in the Prior 13D):
This Amendment is being filed
to report the purchase of additional securities of the Issuer by RS Group ApS and to include Rene Sindlev as a Reporting Person. On March
14, 2016, RS Group ApS purchased 555,869 shares of the Issuer’s common stock.
Item 5. Interest
in Securities of the Issuer
Item 5 is hereby amended and
modified to include the following:
(a) and (b).
The responses of the
Reporting Person to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. Mr. Sindlev
has the sole power to direct the voting and/or disposition of the shares of Common Stock owned by RS Group ApS.
(c) Other than
as reported on the Prior 13D, the Reporting Persons have not effected any transactions in the Common Stock in the last 60 days.
Item 7. Material
to be Filed as Exhibits
Exhibit 1 Joint Filing
Agreement
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 24, 2024
| |
/s/
Rene Sindlev |
| |
Rene
Sindlev |
| |
|
|
| |
RS
GROUP APS |
| |
|
|
| |
By: |
/s/
Rene Sindlev |
| |
Name: |
Rene
Sindlev |
| |
Title: |
Chief
Executive Officer |
EXHIBIT 1
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such Schedule
13D with respect to the Common Stock of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included
as an exhibit to such Schedule 13D.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
January 24, 2024.
| RENE SINDLEV |
|
RS GROUP APS |
| |
|
|
| |
|
|
|
|
| By: |
/s/ Rene Sindlev |
|
By: |
/s/ Rene Sindlev |
| |
Rene Sindlev |
|
|
Name: |
Rene Sindlev |
| |
|
|
|
Title: |
Chief Executive Officer |
Enochian Biosciences (NASDAQ:ENOB)
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