EXHIBIT 99.1

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of [ ], 2025 (the “Effective Date”), by and between Renovaro Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder” and together with the Company, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, the Holder is the holder of those certain Secured Promissory Notes made by the Company on the dates and with the name and principal amounts as set forth on Exhibit A attached to and incorporated into this Agreement by reference (collectively, the “Current Secured Notes” and each, a “Current Secured Note”); and

WHEREAS, in order to induce the Holder to exchange its secured notes, most of which are currently due and payable, for unsecured convertible notes, the Parties desire to enter into this Agreement providing for the exchange of each Current Secured Note for a replacement unsecured convertible promissory note made by the Company in favor of the Holder, in each case, dated as of the date of this Agreement, with the same name and date from which interest began to accrue as the Current Note that it is replacing, in the new principal amount as set forth in Exhibit A and with a maturity date of [ ], 2025, rather than the principal amount maturity date set forth in the applicable Current Note, and in the form attached hereto and incorporated herein by references as Exhibit B (collectively, the “Replacement Notes” and each, a “Replacement Note”).

NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.            Surrender of Current Notes for Replacement Notes. On the Effective Date, the Current Notes shall be exchanged for the Replacement Notes (the “Exchange”) as follows:

(a)       The Company shall make, execute and deliver to the Holder, in consideration and exchange for the Holder’s surrender of the Current Notes for cancellation, an increase in the principal amount due thereunder and the extension of the maturity date, the Replacement Notes; and

(b)       The Holder shall, in consideration and exchange for the Company’s making, execution and delivery of the Replacement Notes and the agreement to increase the principal amount due thereunder and to extend the maturity date to [ ], 2025, surrender to the Company the Current Notes for cancellation.

Upon the surrender of the Current Notes for cancellation, the Company shall mark the Current Notes “cancelled” and the Current Notes shall be irrevocably null and void in all respects.

2.            Representations and Warranties.

(a)       Company Representations and Warranties. The Company represents and warrants to the Holder the following:

(i)        The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; and

(ii)      This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law.

(b)       Holder Representations and Warranties. The Holder represents and warrants to the Company the following:

(i)        The Holder is a [private limited company duly formed, validly existing and in good standing under the laws of the Kingdom of Denmark] ][corporation duly formed, validly existing and in good standing under the laws of the State of Delaware][natural person resident of Denmark]; and

(ii)       This Agreement constitutes the valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or in law.

3.            Notice. Any notice, request, instruction or other communication under this Agreement shall be in writing and shall be deemed given if delivered personally, by overnight courier service or by email (confirmation of receipt requested):

If to the Company, to:

2080 Century Park East, Suite 906
Los Angeles, CA

United States

Attention: Nathen Fuentes

E-mail: nfuentes@renovarogroup.com

If to the Holder, to:

[ ]

or to such other persons or addresses as may be designated in writing by the Party entitled to receive such communication as provided above.

4.            Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to the laws that might otherwise govern under applicable principles of conflicts of law.

5.            Jurisdiction. To the fullest extent permitted by applicable law, each of Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state or federal courts located in Miami-Dade County, Florida (collectively with any appellate courts thereof, the “Courts”), in any action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby or to interpret, apply or enforce this Agreement, the transactions contemplated hereby or any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such action, suit or proceeding except in the Courts, (b) agrees that any claim in respect of any such action, suit or proceeding may be heard and determined in the Courts, (c) waives any objection which it may now or hereafter have to the laying of venue of any such action, suit or proceeding in the Courts and (d) waives the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in the Courts. Each of Parties irrevocably consents to service of process in the manner provided for notices in Section 4 or in any other manner permitted by applicable law.

6.           Waiver of Jury Trial. Each of the Parties acknowledges and agrees that any action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby or to interpret, apply or enforce this Agreement, the transactions contemplated hereby or any judgment relating thereto is likely to involve complicated and difficult issues and, therefore, it irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby or to interpret, apply or enforce this Agreement, the transactions contemplated hereby or any judgment relating thereto. Each of the Parties certifies and acknowledges that (a) no representative, agent or attorney of the other Party has represented, expressly or otherwise, that such other Party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (b) such Party has considered the implications of the foregoing waiver, (c) such Party makes the foregoing waiver voluntarily and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers, certifications and acknowledgments in this Section 7.

7.         Entire Agreement. This Agreement (including exhibits to this Agreement) and the Replacement Notes constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties with respect to the subject matter of this Agreement. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by either of the Parties.

8.             Third Party Beneficiaries. This Agreement is not intended to confer upon any person other than the Parties any rights or remedies.

9.             Assignment. This Agreement and the rights and obligations of either Party shall not be assignable by operation of law or otherwise without the written consent of both Parties.

10.         Counterparts; Effectiveness. To the fullest extent permitted by applicable laws, this Agreement may be executed and delivered, including by e-mail of an attachment in Adobe Portable Document Format or other file format based on common standards (“Electronic Delivery”), in any number of counterparts, and in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Any such counterpart, to the extent delivered using Electronic Delivery shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in-person. To the fullest extent permitted by applicable law, neither Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or this Agreement was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each forever waives any such defense, except to the extent that such defense relates to lack of authenticity. This Agreement shall become effective when each Party shall have received counterparts signed by the other Party.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Parties as of the Effective Date.

EXHIBIT A

Current Notes

EXHIBIT B

Form of Replacement Note

(Attached)

EXHIBIT 99.2

NEITHER THIS PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

RENOVARO INC.

Convertible Promissory Note

Due [  ], 2025

This Convertible Promissory Note (this “Note”) is issued this [ ]th day of June, 2025 (the “Original Issue Date”), by RENOVARO INC., a Delaware corporation (the “Borrower”), to [ ] (together with its permitted successors and assigns, the “Holder”). This Note has been issued in connection with that certain Exchange Agreement dated June [ ], 2025, by and among the Investors party thereto, including the Holder, and the Borrower (the “Exchange Agreement”) as one of a series of convertible promissory notes issuable thereunder (collectively, the “Notes”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchange Agreement.

FOR VALUE RECEIVED, the Borrower hereby promises to pay to the Holder or his, her or its permitted successors and assigns the principal sum of [ ] DOLLARS ($[ ],000) on or before (subject to the terms and conditions herein) [ ], 2025 (the “Maturity Date”).

This Note is subject to the following additional provisions:

1.         Interest; Prepayments.

1.1       Interest. This Note shall not accrue interest.

1.2       Prepayments. This Note may be prepaid at any time.

2.         Events of Default.

2.1       Events of Default. An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(a)       the Borrower fails to authorize and/or issue any shares of Common Stock in accordance with the Section 3 of this Note; provided, however, that for purposes of this provision, such failure to issue such Conversion Securities shall not be deemed to occur until ten (10) Business Days after the date of any conversion of this Note pursuant to Section 3; or

(b)       the Borrower shall commence, or there shall be commenced against the Borrower, a proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower shall commence any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Borrower; or there is commenced against the Borrower any such bankruptcy, insolvency or other proceeding which remains un-dismissed for a period of sixty-one (61) days; or the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property, which continues un-discharged or un-stayed for a period of sixty one (61) days; or the Borrower makes a general assignment for the benefit of creditors; or the Borrower shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Borrower shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any of the foregoing.

2.2       Acceleration. During the time that any portion of this Note is outstanding, if any Event of Default has occurred and any applicable cure period has expired, the Holder, at its option, may declare that the full principal amount of this Note, together with any accrued interest and other amounts owed pursuant to any other provision of this Note or any other Transaction Document are immediately due and payable in cash (an “Acceleration”). The Holder need not provide and the Borrower hereby waives any presentment, demand, protest or other notice of any kind; and immediately and without expiration of any grace period, the Holder may enforce any and all rights and remedies hereunder and all other remedies available under applicable law. Furthermore, a declaration of an Event of Default may be rescinded and annulled by the Holder at any time prior to payment hereunder. No such rescission or annulment shall affect or impair any of the Holder’s rights with respect to any subsequent Event of Default.

3.        Conversion.

3.1       Conversion at the Option of the Holder

(a)        After the Original Issue Date and prior to the Maturity Date, the Holder shall have the right, in its sole discretion to convert all outstanding principal, currently due interest, accrued interest or other amounts due and payable under this Note (collectively, the “Outstanding Amount”) as of the date of conversion (the “Conversion Date”) into fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) by submitting to the Company a Notice of Conversion attached hereto as Exhibit A, and by surrendering this Note at the principal office of the Company. The number of shares of Common Stock that may be issued upon a conversion hereunder equals the quotient obtained by dividing (x) the Outstanding Amount by (y) the Conversion Price. “Conversion Price” shall mean the lower of (i) closing sale price of the Common Stock on the Nasdaq Stock Market on the Conversion Date or (ii) the average closing price of the Common Stock on the Nasdaq Stock Market for the five trading days immediately preceding the Conversion Date; provided, however, the Conversion Price shall not be lower than $[to be filled in the lower of the closing price on or the 5 trading day average preceeding the date the exchange agreement is entered into].

(b)        The Upon the occurrence of any conversion pursuant to this Section 3.1, the Borrower shall deliver a stock certificate to the Holder prior to the close of the fifth (5th) Business Day after the Conversion Date, and the Holder shall physically surrender this Note to the Borrower in connection with such conversion.

3.2       Conversion Upon Maturity.

(a)       Upon the Maturity Date the Outstanding Amount shall be automatically converted into shares of Common Stock of the Company. The number of shares of Common Stock that may be issued upon a conversion hereunder equals the quotient obtained by dividing (x) the Outstanding Amount by (y) the Conversion Price (calculated as of the Maturity Date).

(b)       Upon the occurrence of any conversion pursuant to this Section 3.2, the Borrower shall deliver a stock certificate to the Holder prior to the close of the fifth (5th) Business Day after the Maturity Date, and the Holder shall physically surrender this Note to the Borrower in connection with such conversion.

4.       Payment Upon a Change in Control. In the event of a Change in Control, the Holder shall be entitled to payment upon such Change in Control in the amount of 105% of the Outstanding Amount, which shall be payable upon the closing of such a Change in Control and shall be in full satisfaction of the Outstanding Amount under this Note. A “Change in Control” shall mean of (a) an acquisition after the date hereof by an individual or legal entity or group of more than 50% of the voting securities of the Company, (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, or (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction.

5.       No Stockholder Rights. Except to the extent provided in the Transaction Documents, this Note shall not entitle the Holder to any of the rights of a shareholder of the Borrower, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Borrower, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

6.       Transferability. This Note has been issued subject to investment representations of the original Holder hereof and, subject to this Section 6, may be transferred to (a) any entity controlled by the Holder, (b) any investors in the Holder or their direct assignees or (c) any other accredited investors or exchanged only in compliance with the Securities Act of 1933, as amended (the “Act”), and other applicable state and foreign securities laws. Prior to due presentment for transfer of this Note, the Borrower and any agent of the Borrower may treat the person in whose name this Note is duly registered on the Borrower’s Note register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Borrower nor any such agent shall be affected by notice to the contrary.

7.       Replacement. If this Note is mutilated, lost, stolen or destroyed, the Borrower shall execute and deliver, in exchange and substitution for and upon cancellation of the mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and an agreement to indemnify Borrower for any resulting claims, all reasonably satisfactory to the Borrower.

8.       Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.

9.       Severability. If any provision of this Note is invalid, illegal or unenforceable, the Outstanding Amount of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note.

10.       Payment Dates; Payment Order of Priority. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. All payments received shall be applied in the following order of priority: (i) first to any amounts due to the Holder for accrued but unpaid interest on this Note; and (ii) then, to principal of this Note.

11.       WAIVER OF TRIAL BY JURY. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

12.       Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the state and federal courts sitting in State of Delaware in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

13.       Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent to the Borrower or the Holder, as applicable, at their address as set forth on the signature page to the Purchase Agreement, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 13. If notice is given to the Borrower, a copy shall also be sent (which shall not constitute “notice”) to Clayton E. Parker, Esq. of K&L Gates LLP, counsel for the Borrower, by electronic mail to clayton.parker@klgates.com.

14.       Entire Agreement. This Note, together with the other Transaction Documents, constitutes and contains the entire agreement of the Borrower and the Holder with respect to the matters addressed herein and supersedes any and all prior negotiations, correspondence, understandings and agreements between the Borrower and Holder respecting the subject matter hereof.

[The Remainder of this Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed by a duly authorized officer as of the Original Issue Date.

EXHIBIT 99.3

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert this Note)

The undersigned hereby irrevocably elects to convert $ of the outstanding principal and/or accrued interest of the above Note into shares of Common Stock of Renovaro Inc., according to the conditions stated therein, as of the Conversion Date written below.

EXHIBIT 99.4

Renovaro Strengthens Balance Sheet Through Debt Conversion and Advances AI-Driven Initiatives

Los Angeles, CA – [Date]

Renovaro Inc. (NASDAQ: RENB), an AI-driven precision medicine company, today announced that senior debt holders have agreed to convert an aggregate of approximately $9.7 million of outstanding senior debt into convertible debt which they have elected to convert into equity.

Under the terms of the agreement, the Company will issue an aggregate of approximately 53.6 million shares of common stock at a conversion price of $0.30 per share. This share issuance includes both the principal amount of the debt, and an inducement provided to the lenders to facilitate the conversion resulting in the full retirement of the $9.7 million in senior debt.

This strategic move significantly enhances Renovaro’s balance sheet by reducing outstanding debt and interest obligations, positioning the company for greater financial flexibility and long-term growth. The company has also launched a targeted cost-saving program aimed at improving operational efficiency and preserving capital to support its innovation roadmap.

“The decision by senior debt holders to convert into equity reflects a strong vote of confidence in Renovaro’s vision and trajectory,” said David Weinstein, Chief Executive Officer of Renovaro. “By fortifying our financial foundation, we are better positioned to accelerate our AI-driven drug discovery and diagnostic platforms that have the potential to transform patient care.”

The debt conversion initiative, combined with internal cost optimizations, strengthens Renovaro’s ability to invest in its proprietary technology stack and scale partnerships in the life sciences and defense sectors. The company remains committed to executing on its strategic objectives and delivering long-term value to shareholders.

About Renovaro (NASDAQ: RENB)

Renovaro is a forward-looking biotechnology company harnessing the power of artificial intelligence and data science to develop innovative therapies and diagnostics in oncology, infectious disease, and autoimmune disorders. By integrating cutting-edge machine learning with biomedical research, Renovaro aims to dramatically improve treatment outcomes and enable earlier disease detection.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking and subject to risks and uncertainties that could cause actual results to differ materially. Please refer to our filings with the SEC for a discussion of these risks.

Investor Contact:

Your Name: Nathan Fuentes

Title CFO

investors@renovaro.com

Phone Number

Company Website: www.renovarogroup.com