Current Report Filing (8-k)
23 April 2021 - 7:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April
18, 2021
ENOCHIAN BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-54478
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45-2559340
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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2080 Century City East
Suite 906
Los Angeles, CA 90067
(Address of principal executive offices)
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+1(786) 888-1685
(Registrant’s telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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ENOB
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive
Agreement.
On April 18, 2021, Enochian Biosciences Inc.,
a Delaware corporation (the “Company” or “Enochian”) entered into a Statement of Work & License
Agreement (the “License Agreement”), by and among the Company, G Tech Bio, LLC, a California limited liability company
(“G Tech”) and G Health Research Foundation, a not for profit entity organized under the laws of California doing
business as Seraph Research Institute (“SRI”), whereby the Company acquired a sublicensable, exclusive license (the
“License”) to research, develop and commercialize certain formulations which are aimed at preventing and treating
pan-coronavirus or the potential combination of the pan-coronavirus and pan-influenza, including the SARS-coronavirus that causes COVID-19
and pan-influenza (the “Prevention and Treatment”), as recently presented at the 2021 Conference on Retroviruses and
Opportunistic Infections (“CROI”). Enochian previously acquired licenses to the use of the same underlying technology,
and is actively studying it for the potential cure for the Hepatitis B Virus (“HBV”) as presented at the 2020 Conference
of American Society of Gene and Cell Therapy (“ASGCT”) and HEP DART in 2019, and Human Immunodeficiency Virus (“HIV”).
For information on the Company’s efforts to develop a cure to HBV and HIV using this technology platform, please see Exhibit 99.1
of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2020 and Exhibit 99.1
of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2019. As noted in
such Form 8-K filings, the information included in these Exhibits 99.1 shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
The License Agreement was entered into
pursuant to the existing Framework Agreement between the parties dated November 15, 2019. The License Agreement states that in
consideration for the License, the Company shall provide cash funding for research costs and equipment and certain other in-kind
funding related to the Prevention and Treatment over a 24-month period, and provides for an up-front payment of $10 million within
60 days of April 18, 2021, along with additional payments upon the occurrence of certain benchmarks in the development of the
technology set forth in the License Agreement, in each case subject to the terms of the License Agreement. Under the License
Agreement, G Tech has the right to terminate the Licensing Agreement if the Company has not made the up-front payment of $10 million
within 60 days of April 18, 2021. Additionally, the License Agreement provides for cooperation related to the development of
intellectual property related to the Prevention and Treatment and for a 3% royalty to G Tech on any net sales that may occur under
the License.
The License Agreement contains customary representations,
warranties and covenants of the parties with respect to the development of the Prevention and Treatment and the License. G Tech and SRI
are each controlled by certain shareholders of the Company, and G Tech and the Company are party to a consulting agreement, dated July
9, 2018, under which G Tech provides services to the Company unrelated to the License.
The foregoing description of the License Agreement
does not purport to be complete, and is qualified in its entirety by reference to Exhibit 10.1 hereto, which is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ENOCHIAN BIOSCIENCES INC.
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By: /s/ Mark R. Dybul
Name: Mark R. Dybul
Title: Executive Vice Chair
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Date: April 22, 2021
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