Current Report Filing (8-k)
June 16 2021 - 3:10PM
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): June 14, 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)
+1
(305) 918-1980
(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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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
June 14, 2021, Enochian Biosciences, Inc. (the “Company”) and certain institutional investors entered into a securities
purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate
of 3,866,668 shares of common stock, par value $0.0001 (the “Common Stock”), in a registered direct offering, for gross proceeds
of approximately $29 million (the “Financing”). The purchase price for each share of Common Stock is $7.50.
Pursuant to the Purchase
Agreement, the Company agreed not to issue or enter into any agreement to issue Common Stock from June 14, 2021 until ninety (90) days
after the closing of the Financing.
The Company currently
intends to use the net proceeds from the Financing to complete an exclusive license agreement to accelerate the development of an innovative
technology to potentially treat and prevent all variants of COVID-19 and influenza viruses; and to advance two platform technologies
with the potential to cure Hepatitis B Virus, HIV and many solid tumors beginning with pancreatic cancer; and for working capital and
general corporate purposes.
The Company entered into
a letter agreement dated June 14, 2021 (the “Letter Agreement”) with H.C. Wainwright & Co., LLC, as exclusive placement
agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the exclusive placement agent for the
Financing. The Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the gross proceeds raised in the Financing.
The Company also agreed to pay the Placement Agent certain expenses.
A copy of the Letter
Agreement and form of the Purchase Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein
by reference. The foregoing summaries of the terms of the Letter Agreement and the Purchase Agreement, are subject to, and qualified
in their entirety by, such documents.
On June 14, 2020, the Company issued a press
release announcing the Financing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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:
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/s/ Luisa Puche
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Name: Luisa Puche
Title: Chief Financial Officer
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Date: June 16, 2021
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