Business Context and Reporting Period
This Form 8-K Current Report was filed by Renovaro Inc. (not Lunai Bioworks Inc.) on March 13, 2024, covering events occurring on March 11, 2024. The filing addresses Item 5.02 regarding the appointment of an Interim Chief Financial Officer and the departure of the previous CFO.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a current report focused on corporate governance and personnel changes rather than financial performance.
Material Changes
- Leadership Change: Simon Tarsh was appointed as Interim Chief Financial Officer, effective March 11, 2024.
- Departure: Ms. Puche, the outgoing CFO, is leaving the company after more than five years of service.
- Compensation Structure: The company entered a consulting agreement with Tarsh PB Advisors LLC for Mr. Tarsh's services.
Guidance, Outlook, and Management Commentary
Compensation Details:
- Monthly Fee: $25,000 per month for full-time service.
- Milestone Bonus: Up to 30% of the consideration paid under the agreement upon achievement of certain milestones.
- Equity: 10,000 stock options vesting upon the termination date if a new permanent CFO is hired prior to that date.
- Term: Initial six-month term, renewable for successive one-month terms. Termination requires 30 days' advance written notice.
Management Commentary:
- Ms. Puche: Expressed readiness for a new life phase and commitment to ensuring a smooth transition, including providing ad hoc consulting services.
- Mr. Tarsh: Expressed confidence in the Audit Committee, Board, and management team, looking forward to the transition period.
Risks and Contingencies: The filing notes no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K and confirms no family relationships with other officers or directors.
Investor Verification Checklist
- Verify the specific milestones triggering the potential 30% bonus payment in the attached Consulting Agreement (Exhibit 10.1).
- Confirm the vesting schedule and exercise price of the 10,000 stock options granted to Mr. Tarsh.
- Monitor future filings for the appointment of a permanent CFO to determine the duration of the interim arrangement.
- Review the company's recent financial statements (10-K or 10-Q) for context on the company's financial health, as this 8-K contains no financial data.