SCHEDULE: Lunai Bioworks Insider's Legal Claims Dismissed
Beneficial Ownership Amendment
A Delaware court dismissed key claims against K&L Gates LLP and Clayton Parker in a lawsuit brought by William Anderson Wittekind's entity, Weird Science LLC, regarding Lunai Bioworks Inc. shares.
Summary
- William Anderson Wittekind, through various entities and trusts, beneficially owns 1,813,321 shares of Lunai Bioworks Inc. common stock, representing 6.8% of the class.
- The Delaware Court of Chancery granted a motion to dismiss claims against K&L Gates LLP and Clayton Parker in the lawsuit Weird Science LLC et al. v. Renovaro Biosciences, Inc. et al. on December 5, 2025.
- The dismissed claims included fraudulent inducement, tortious interference with contract, and breach of fiduciary duty against the K&L Gates Defendants.
- The court ruled that Weird Science LLC was presumed to know its contractual rights under Florida law, and its breach of fiduciary duty claim was time-barred by Florida's two-year statute of limitations, which began to accrue by July 2020.
- A separate breach of contract claim against Renovaro Biosciences Inc. was not dismissed in an earlier partial ruling.
- Shares owned by Serhat Gumrukcu, Wittekind's spouse, totaling 1,243,844, are subject to a writ of attachment in a separate legal case, The Estate of Gregory Davis et al. v. Serhat Daniel Gumrukcu.
Sentiment
Score: 3
Explanation: The dismissal of significant claims against the company's former counsel and the time-barred nature of the fiduciary duty claim represent a negative outcome for the reporting person (William Anderson Wittekind) and his entity. The ongoing writ of attachment on a large block of related-party shares also adds a layer of uncertainty. While a breach of contract claim against the company remains, the overall sentiment from this specific filing is negative due to the legal setbacks.
Positives
- A breach of contract claim against Renovaro Biosciences Inc. was not dismissed, indicating that part of the lawsuit against the company itself remains active.
Negatives
- Key claims of fraudulent inducement, tortious interference with contract, and breach of fiduciary duty against K&L Gates LLP and Clayton Parker were dismissed.
- The court found Weird Science LLC was presumed to know its contractual rights, undermining a core argument.
- The breach of fiduciary duty claim was deemed time-barred due to Florida's two-year statute of limitations, with the injury known or knowable by July 2020.
- 1,243,844 shares owned by Serhat Gumrukcu, Wittekind's spouse, are subject to a writ of attachment in a separate legal proceeding.
Risks
- The ongoing legal dispute between Weird Science LLC and Renovaro Biosciences Inc. (breach of contract claim).
- The writ of attachment on 12,438,431 shares owned by Serhat Gumrukcu, which could impact the market if those shares are eventually released or sold under duress.
- Potential for further litigation or appeals related to the dismissed claims or the ongoing breach of contract claim.
Future Outlook
The filing does not provide explicit forward-looking statements or guidance from company management, but it indicates ongoing legal proceedings related to shareholder rights and share liquidity, which could have future implications for the company and its shareholders.
Industry Context
This filing is a Schedule 13D/A, primarily focused on beneficial ownership and legal proceedings involving a significant shareholder and the company's former counsel. It does not provide information to analyze broader industry trends or competitors, beyond the context of a biopharma company and its legal disputes.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Carl Sandler | NA | March 25, 2022 | Ceased serving as a Company director. |
Legal Proceedings
- Weird Science LLC et al. v. Renovaro Biosciences, Inc. et al. (C.A. No. 2023-0599-MTZ): Claims of fraudulent inducement, tortious interference with contract, and breach of fiduciary duty against K&L Gates LLP and Clayton Parker were dismissed by the Delaware Court of Chancery on December 5, 2025. A breach of contract claim against Renovaro Biosciences Inc. was not dismissed.
- The Estate of Gregory Davis et al. v. Serhat Daniel Gumrukcu (Civil Case No. 5:22-cv-123): 12,438,431 shares owned by Serhat Gumrukcu (William Anderson Wittekind's spouse) are subject to a writ of attachment to secure the plaintiffs' claim.
Related Party Transactions
- William Anderson Wittekind's beneficial ownership includes shares held by Weird Science LLC (where he is sole manager) and various grantor retained annuity trusts (where he is sole trustee).
- Wittekind also shares voting and dispositive power over 1,252,656 shares owned by his spouse, Serhat Gumrukcu, and jointly held shares.
Stakeholder Impact
- Shareholders: The dismissal of claims against K&L Gates may reduce potential recovery for Weird Science LLC, a significant shareholder. The ongoing litigation against Renovaro Biosciences Inc. and the writ of attachment on related-party shares introduce uncertainty.
- Company (Lunai Bioworks Inc.): Continues to face a breach of contract claim from Weird Science LLC. The dismissal of claims against its former counsel (K&L Gates) might be seen as a partial legal victory for the company, reducing its exposure to certain aspects of the lawsuit.
- K&L Gates LLP and Clayton Parker: Successfully had claims against them dismissed, reducing their legal liability in this specific case.
Next Steps
- Continued litigation of the breach of contract claim against Renovaro Biosciences Inc.
- Potential appeals regarding the dismissed claims against K&L Gates LLP and Clayton Parker.
- Resolution of the writ of attachment on Serhat Gumrukcu's shares in The Estate of Gregory Davis et al. v. Serhat Daniel Gumrukcu.
Key Dates
| Date | Description |
|---|---|
| 2017 | K&L Gates began serving as Renovaro's outside counsel. |
| June 2017 | Merger negotiations began between Weird Science LLC and Renovaro. |
| January 3, 2018 | Parker (K&L Gates) informed Weird Science of potential share selling ability. |
| January 12, 2018 | Merger Agreement signed between Issuer (then DanDrit BioTech USA, Inc.), Merger Sub, Renovaro Biopharma, Inc. (then Enochian Biopharma Inc.), and Weird Science LLC. |
| February 9, 2018 | K&L Gates stated Company's intent for an offering post-closing. |
| February 16, 2018 | Merger closed; Weird Science signed Investor Rights Agreement (IRA) and Standstill and Lock-up Agreement (SLA); Carl Sandler joined Company board. |
| August 31, 2018 | K&L Gates emailed Weird Science manager regarding an SEC filing. |
| February 16, 2019 | Half of Weird Science's Merger Shares could be sold free of contractual restrictions. |
| October 9, 2019 | Sandler contacted Parker regarding selling Merger Shares and transfer restrictions. |
| April 20, 2020 | Plaintiff informed K&L Gates of intention to dispose of Merger Shares via distribution to members. |
| May 13 May 30, 2020 | Plaintiff worked with K&L Gates and broker to distribute Merger Shares. |
| June 26 July 4, 2020 | K&L Gates instructed Plaintiff that the only way to sell Merger Shares was under Rule 144. |
| July 2020 | Plaintiff's redressable harm with respect to its rights under the IRA was established, triggering Florida's statute of limitations. |
| July 13, 2020 | Renovaro filed a Form S-3 Statement (July 2020 Registration Statement) registering up to $50 million of Company shares. |
| July 20, 2020 | July 2020 Registration Statement became effective; prospectus supplement filed registering Lincoln Park shares. |
| August 1, 2020 | Company changed its name from Enochian Biosciences Inc. to Renovaro Biosciences Inc. |
| February 11, 2022 | Renovaro filed a Form S-3 registration statement (February 2022 Registration Statement) registering up to $100 million of Company shares. |
| March 25, 2022 | Carl Sandler ceased serving as a Company director. |
| June 24, 2022 | Date of power of attorney from Serhat Gumrukcu to William Anderson Wittekind. |
| June 2023 | Renovaro agreed to file a registration statement for Lincoln Park's resales under a 2023 equity line of credit. |
| June 7, 2023 | Weird Science LLC sued Renovaro (then Enochian Biosciences Inc.). |
| October 27, 2023 | United States District Court for the District of Vermont issued an order subjecting Gumrukcu's shares to a writ of attachment. |
| December 5, 2023 | Weird Science LLC brought in K&L Gates Defendants after original defendants moved to dismiss; Plaintiff first asserted fiduciary duty claim against K&L Gates Defendants. |
| November 15, 2024 | Argument heard on K&L Gates Defendants' motion to dismiss. |
| February 26, 2025 | Partial bench ruling issued, dismissing fraudulent inducement and tortious interference claims against K&L Gates Defendants, but denying dismissal of breach of contract claim against Renovaro. |
| June 10, 2025 | Supplemental briefing concluded on breach of fiduciary duty claim. |
| July 29, 2025 | Request for sur-reply denied. |
| November 10, 2025 | Shares outstanding (23,432,391) as disclosed in Issuer's Form 10-Q. |
| December 5, 2025 | Delaware Court of Chancery granted motion to dismiss breach of fiduciary duty claim against K&L Gates LLP and Clayton Parker. |
| December 9, 2025 | Date of William Anderson Wittekind's signature on the Schedule 13D/A. |
| November 25, 2026 | Issuer sold 3,133,333 shares according to Form 8-K. |
Recommendation
holdThe dismissal of significant claims against the company's former counsel is a mixed signal. While it reduces the scope of the lawsuit for the plaintiff (Weird Science LLC), the underlying breach of contract claim against Lunai Bioworks Inc. (Renovaro Biosciences Inc.) remains active. The legal complexities, including the writ of attachment on a large block of related-party shares, introduce considerable uncertainty. Investors should hold and monitor the outcome of the remaining litigation and any potential appeals, as well as the resolution of the attached shares, before making further investment decisions. The current filing does not provide enough clarity on the company's operational or financial performance to warrant a strong buy or sell recommendation.
Keywords
Lunai Bioworks, SEC Filing, Schedule 13D, William Anderson Wittekind, Weird Science LLC, Renovaro Biosciences, K&L Gates LLP, Delaware Court of Chancery, Motion to Dismiss, Fiduciary Duty, Shareholder Activism, Beneficial Ownership, Legal Proceedings, Stock Liquidity, Rule 144, Investor Rights Agreement, Standstill and Lock-up Agreement
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