Lunai Bioworks Inc. 10-Q

Item 1. Financial Statements. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented. The results for the periods ended March 31, 2022, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2021, filed with the Securities and Exchange Commission on September 24, 2021. 1 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, June 30, 2022 2021 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 11,150,917 $ 20,664,410 Other receivables — 1,640 Prepaid expenses 544,735 232,943 Total Current Assets 11,695,652 20,898,993 Property and equipment, net 640,733 719,364 OTHER ASSETS: Definite life intangible assets, net 50,596 65,906 Indefinite life intangible assets 154,824,000 154,824,000 Goodwill 11,640,000 11,640,000 Deposits and other assets 21,742 20,984 Operating lease right-of-use assets 1,227,890 1,435,978 Total Other Assets 167,764,228 167,986,868 TOTAL ASSETS $ 180,100,613 $ 189,605,225 LIABILITIES CURRENT LIABILITIES: Accounts payable – trade $ 487,016 $ 320,559 Accrued expenses 466,324 1,182,323 Other current liabilities 277,708 90,602 Notes payable, net 4,801,936 — Convertible notes payable 1,200,000 — Current portion of operating lease liabilities 278,661 292,409 Total Current Liabilities 7,511,645 1,885,893 NON-CURRENT LIABILITIES: Contingent consideration liability 10,310,836 6,037,945 Convertible notes payable — 1,200,000 Notes payable, net — 4,579,114 Operating lease liabilities, net of current portion 1,035,435 1,239,334 Total Liabilities 18,857,916 14,942,286 Commitments and Contingencies — — STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding — — Common stock, par value $ 0.0001 , 100,000,000 shares authorized, 52,798,267 shares issued and outstanding at March 31, 2022, and 52,219,661 shares issued and outstanding at June 30, 2021 5,280 5,222 Additional paid-in capital 275,367,091 265,580,356 Accumulated deficit ( 114,108,180 ) ( 90,911,805 ) Accumulated other comprehensive loss ( 21,494 ) ( 10,834 ) Total Stockholders’ Equity 161,242,697 174,662,939 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 180,100,613 $ 189,605,225 See accompanying notes to the unaudited condensed consolidated financial statements. 2 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended For the Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Operating Expenses General and administrative $ 2,790,456 $ 1,903,902 $ 11,169,724 $ 5,551,331 Research and development 1,212,380 1,119,203 6,605,038 3,574,529 Depreciation and amortization 31,720 30,825 95,258 92,043 Total Operating Expenses 4,034,556 3,053,930 17,870,020 9,217,903 LOSS FROM OPERATIONS ( 4,034,556 ) ( 3,053,930 ) ( 17,870,020 ) ( 9,217,903 ) Other Income (Expense) Change in fair value of contingent consideration ( 2,078,994 ) ( 882,498 ) ( 5,070,891 ) 38,313 Interest expense ( 95,206 ) ( 96,347 ) ( 278,327 ) ( 282,086 ) (Loss) gain on currency transactions — ( 221 ) 9 ( 32,510 ) Interest and other income 7,291 1,437 22,888 8,809 Total Other Income (Expense) ( 2,166,909 ) ( 977,629 ) ( 5,326,321 ) ( 267,474 ) Loss Before Income Taxes ( 6,201,465 ) ( 4,031,559 ) ( 23,196,341 ) ( 9,485,377 ) Income Tax (Provision) Benefit — 849 ( 34 ) 124,801 NET LOSS $ ( 6,201,465 ) $ ( 4,030,710 ) $ ( 23,196,375 ) $ ( 9,360,576 ) BASIC AND DILUTED LOSS PER SHARE $ ( 0.12 ) $ ( 0.09 ) $ ( 0.44 ) $ ( 0.20 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 52,638,823 46,783,343 52,391,698 46,723,501 See accompanying notes to the unaudited condensed consolidated financial statements 3 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) For the Three Months Ended For the Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Net Loss $ ( 6,201,465 ) $ ( 4,030,710 ) $ ( 23,196,375 ) $ ( 9,360,576 ) Other Comprehensive Income (Loss) Currency Translations ( 2,677 ) ( 9,828 ) ( 10,660 ) 28,494 Comprehensive Loss $ ( 6,204,142 ) $ ( 4,040,538 ) $ ( 23,207,035 ) $ ( 9,332,082 ) See accompanying notes to the unaudited condensed consolidated financial statements. 4 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) # of Shares Common Shares Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total July 1, 2021 52,219,661 $ 5,222 $ 265,580,356 $ ( 90,911,805 ) $ ( 10,834 ) $ 174,662,939 Stock-based compensation — — 2,727,975 — — 2,727,975 Net Loss — — — ( 10,411,969 ) — ( 10,411,969 ) Currency translations — — — — ( 3,993 ) ( 3,993 ) September 30, 2021 52,219,661 5,222 268,308,331 ( 101,323,774 ) ( 14,827 ) 166,974,952 Stock issued pursuant to warrants exercised 100,000 10 129,990 — — 130,000 Shares issued pursuant to LPC purchase agreement 277,340 28 3,048,311 — — 3,048,339 Stock-based compensation — — 2,043,292 — — 2,043,292 Shares issued for fully vested RSUs 1,266 — 9,811 — — 9,811 Restricted shares converted to shares for services rendered 35,000 3 ( 3 ) — — — Net Loss — — — ( 6,582,941 ) — ( 6,582,941 ) Currency translations — — — — ( 3,990 ) ( 3,990 ) December 31, 2021 52,633,267 5,263 273,539,732 ( 107,906,715 ) ( 18,817 ) 165,619,463 Contingent shares issued pursuant to acquisition agreement 100,000 10 797,990 — — 798,000 Shares issued pursuant to LPC purchase agreement 60,000 6 451,694 — — 451,700 Shares issued for fully vested RSUs 5,000 1 ( 1 ) — — — Stock-based compensation — — 577,676 — — 577,676 Net Loss — — — ( 6,201,465 ) — ( 6,201,465 ) Currency translations — — — — ( 2,677 ) ( 2,677 ) March 31, 2022 52,798,267 $ 5,280 $ 275,367,091 $ ( 114,108,180 ) $ ( 21,494 ) $ 161,242,697 5 # of Shares Common Shares Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income Total July 1, 2020 46,497,409 $ 4,650 $ 230,497,225 $ ( 64,188,198 ) $ ( 41,416 ) $ 166,272,261 Stock-based compensation — — 326,156 — — 326,156 Issuance of commitment shares 139,567 14 ( 14 ) — — — Net Loss — — — ( 2,396,570 ) — ( 2,396,570 ) Currency translations — — — — 28,389 28,389 September 30, 2020 46,636,976 4,664 230,823,367 ( 66,584,768 ) ( 13,027 ) 164,230,236 Stock issued pursuant to warrants exercised 63,122 6 82,050 — — 82,056 Contingent shares issued pursuant to acquisition agreement 63,122 6 192,516 — — 192,522 Stock-based compensation — — 359,391 — — 359,391 Net Loss — — — ( 2,933,296 ) — ( 2,933,296 ) Currency translations — — — — 9,933 9,933 December 31, 2020 46,763,220 4,676 231,457,324 ( 69,518,064 ) ( 3,094 ) 161,940,842 Shares issued pursuant to 2021 private placement 923,678 93 3,620,707 — — 3,620,800 Shares issued in lieu of interest on $5 million notes payable extension 74,054 7 298,171 — — 298,178 Restricted shares converted to shares for services rendered 35,000 4 146,996 — — 147,000 Stock-based compensation — — 352,429 — — 352,429 Net Loss — — — ( 4,030,710 ) — ( 4,030,710 ) Currency translations — — — — ( 9,828 ) ( 9,828 ) March 31, 2021 47,795,952 $ 4,780 $ 235,875,627 $ ( 73,548,774 ) $ ( 12,922 ) $ 162,318,711 See accompanying notes to the unaudited condensed consolidated financial statements. 6 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended March 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES : Net loss $ ( 23,196,375 ) $ ( 9,360,576 ) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES: Depreciation and amortization 95,258 92,042 Change in contingent consideration liability 5,070,891 ( 38,313 ) Stock based compensation expense 5,348,943 1,184,975 Right-of-use assets 208,088 199,908 Amortization of discount of notes payable 222,822 222,231 Changes in assets and liabilities: Other receivables 1,640 1,982 Prepaid expenses/deposits 364,078 562,295 Accounts payable 166,458 ( 88,015 ) Accrued expenses ( 716,001 ) ( 157,261 ) Other current liabilities ( 30,004 ) — Operating lease liabilities ( 217,647 ) ( 201,944 ) NET CASH USED IN OPERATING ACTIVITIES ( 12,681,849 ) ( 7,582,676 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 5,156 ) ( 10,721 ) NET CASH USED IN INVESTING ACTIVITIES ( 5,156 ) ( 10,721 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of warrants 130,000 82,057 Repayment of finance agreement ( 449,765 ) ( 304,258 ) Proceeds from LPC equity agreement 3,500,039 — Proceeds from 2021 Private Placement — 3,620,800 NET CASH PROVIDED BY FINANCING ACTIVITIES 3,180,274 3,398,599 Effect of exchange rates on cash ( 6,762 ) 24,721 NET CHANGE IN CASH ( 9,513,493 ) ( 4,170,077 ) CASH, BEGINNING OF PERIOD 20,664,410 8,696,361 CASH, END OF PERIOD $ 11,150,917 $ 4,526,284 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 55,880 $ 36,453 Income Taxes $ 34 $ 37 SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES Contingent shares issued pursuant to acquisition agreement $ 798,000 $ — Shares issued in lieu of interest expense on $5 million note payable extension $ — $ 298,178 Discount on $5 million note payable related to prepaid interest paid in the form of shares issued $ — $ 222,231 Finance agreement entered into in exchange for prepaid assets $ 666,875 $ — See accompanying notes to the unaudited condensed consolidated financial statement. 7 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business – Enochian Biosciences Inc., (“Enochian,” or “Registrant”, and together with its subsidiaries, the “Company”, “we” or “us”) engages in the research and development of pharmaceutical and biological products for the human treatment of HIV, HBV, influenza and coronavirus infections, and cancer with the intent to manufacture and commercialize said products. Basis of Presentation – The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2022, and 2021 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2021, audited financial statements. The results of operations for the periods ended March 31, 2022, and 2021 are not necessarily indicative of the operating results for the full year. Consolidation – For the three and nine months ended March 31, 2022, and 2021, the condensed consolidated financial statements include the accounts and operations of the Registrant and its subsidiaries. All material inter-company transactions and accounts have been eliminated in the consolidation. Reclassification – Certain amounts in the prior period financial statements, have been reclassified to conform to the current presentation. For the three and nine months ended March 31, 2021, we reclassified lab expenses of $39,596 and $110,078, respectively from general and administrative expenses to research and development expenses . Accounting Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value and potential impairment of intangible assets, and fair value of equity instruments issued. COVID-19 – The pandemic continues to evolve, and to date has led to the implementation of various mitigation responses, including government-imposed quarantines, travel restrictions and other public health safety measures, as well as leading to reported adverse impacts on healthcare resources, facilities, and providers across the United States and in other countries. COVID-19 may cause delays in our research activities. To date, it has not materially affected our operations; however, it has caused delays in the conduct of experiments due to limitations of various organizations, in particular those conducting experiments related to COVID-19. There have also been increases in the cost to conduct animal studies due to staffing and other limitations. The full extent to which the COVID-19 pandemic may impact our business and operations is subject to future developments, which are uncertain and difficult to predict. Further quarantines, shelter-in-place or similar restrictions and other actions taken or imposed by foreign, federal, state, and local governments could adversely impact our or our partners’ clinical, research and development, regulatory and manufacturing operations, or timelines. We continue to monitor the impact of the COVID-19 pandemic on our business and operations and will seek to adjust our activities as appropriate. In addition, the pandemic could result in significant and prolonged disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect the financial resources available to us. Functional Currency & Foreign Currency Translation – The functional currency of Enochian Denmark is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods ended March 31, 2022, and 2021. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred. 8 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Cash and Cash Equivalents – The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in financial institutions in Denmark and in the United States in excess of federally insured amounts at March 31, 2022, and June 30, 2021, of $ 10,883,620 and $ 20,287,212 , respectively. Property and Equipment – Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized and depreciated upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets, which range from four to ten years (see Note 3.) Intangible Assets – The Company has both definite and indefinite life intangible assets. Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. Intangible assets are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application. Indefinite life intangible assets include license agreements and goodwill. The Company accounts for indefinite life intangible assets in accordance with ASC 350, “Goodwill and Other Intangible Assets”. License agreement costs represent the fair value of the license agreement on the date acquired and are tested annually for impairment, as well as whenever events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill – Goodwill is not amortized but is evaluated for impairment annually as of June 30 th of each fiscal year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Impairment of Goodwill and Indefinite Lived Intangible Assets – We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted cash flows or relative market-based approaches. If the carrying value of the reporting unit exceeds its fair value, we record an impairment loss for such excess. The carrying value of in-process research and development (“IPR&D”) and goodwill at March 31, 2022, were $ 154,824,000 and $ 11,640,000 , respectively. For indefinite-lived intangible assets, such as licenses acquired as an IPR&D asset, on an annual basis we determine the fair value of the asset and record an impairment loss, if any, for the excess of the carrying value of the asset over its fair value. The fair value analysis performed on the license agreement, and the annual fair value analysis performed on goodwill supported that both indefinite life intangible assets are not impaired as of June 30, 2021, and no impairment is deemed necessary as of March 31, 2022 (see Note 4.) 9 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of Long-Lived Assets – Long-lived assets, such as property and equipment, definite and indefinite life intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use are their respective fair values. Leases – In accordance with ASC Topic 842, the Company determined the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter. The lease terms include any renewal options and termination options that the Company is reasonably assured to exercise, if applicable. The present value of lease payments is determined by using the implicit interest rate in the lease, if that rate is readily determinable; otherwise, the Company develops an incremental borrowing rate based on the information available at the commencement date in determining the present value of the future payments. Rent expense for operating leases is recognized on a straight-line basis, unless the operating lease right of use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations. For operating leases that reflect impairment, the Company will recognize the amortization of the operating lease right-of-use assets on a straight-line basis over the remaining lease term with rent expense still included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, insurance, and taxes, which vary based on future outcomes, and thus are recognized in general and administrative expenses when incurred (see Note 5.) Research and Development Expenses – The Company expenses research and development costs incurred in formulating, improving, validating, and creating alternative or modified processes related to and expanding the use of the HIV, HBV, Coronaviruses and Oncology therapies and technologies for use in the prevention, treatment, amelioration of and/or therapy for HIV, HBV, Coronaviruses and Oncology. Research and development expenses for the three and nine months ended March 31, 2022, amounted to $ 1,212,380 and $ 6,605,038 , respectively. Research and development expenses for the three and nine months ended March 31, 2021, amounted to $ 1,119,203 , and $ 3,574,529 , respectively. Income Taxes – The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Accounting for Income Taxes”, which requires an asset and liability approach for accounting for income taxes. Loss Per Share – The Company calculates earnings/ (loss) per share in accordance with FASB Topic ASC 260, “Earnings Per Share”. Basic earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of Common Stock. Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised. Because of the net loss for the three and nine months ended March 31, 2022, and 2021, the dilutive shares for both periods were excluded from the Diluted EPS calculation as the effect of these potential shares of Common Stock is anti-dilutive. The Company had 7,201,108 and 3,967,275 potential shares of Common Stock excluded from the Diluted EPS calculation as of March 31, 2022, and March 31, 2021, respectively. 10 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments – The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability (see Note 2.) Stock Options and Restricted Share Units – The Company has granted stock options, restricted share units (“RSUs”) and warrants. The Company accounts for options in accordance with the provisions of FASB ASC Topic 718, “Compensation - Stock Compensation”. Stock-Based Compensation – The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation”. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to consultants and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the required service period, which is generally the vesting period. Stock based compensation costs for the vesting of options and RSUs granted for the three and nine months ended March 31, 2022, were $ 577,676 and $ 5,348,943 , respectively. Stock-based compensation costs for the vesting of the options and RSUs granted for the three and nine months ended March 31, 2021, were $ 499,428 and $ 1,184,975 , respectively. (See Note 7.) Recently Adopted Accounting Pronouncements – Recent accounting pronouncements issued by the FASB do not or are not believed by management to have a material impact on the Company’s present or future financial statements. 11 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — FAIR VALUE MEASUREMENTS – The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. There were no Level 1, 2 or 3 assets, nor any Level 1 or 2 liabilities as of March 31, 2022. Level 3 liabilities held as of March 31, 2022, consisted of a contingent consideration liability related to the February 16, 2018, acquisition of Enochian Biopharma Inc. (the “Acquisition”). As consideration for the Acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive contingent shares pro rata upon the exercise of warrants, which were outstanding at closing. The contingent consideration liability was recorded at fair value of $ 21,516,000 at the time of acquisition and is subsequently remeasured to fair value at the end of each reporting period. At March 31, 2022, there were 1,250,000 contingent shares issuable in connection with the Acquisition of Enochian Biopharma. The fair value of the contingent consideration liability is estimated using an option-pricing model. The key inputs to the model are all contractual or observable with the exception being volatility, which is computed, based on the Company’s underlying stock. The key inputs to valuing the contingent consideration liability as of March 31, 2022, include the Company’s stock price on the valuation date of $ 8.25 ; the exercise price of the warrants of $ 1.30 , the risk-free rate of 0.59 %, the expected volatility of the Company’s Common Stock of 90.7 %, the digital call rate of 99.98 %, and the 1,250,000 contingent shares remaining at the end of the period. Fair Value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximate their recorded values due to their short-term maturities. The following table sets forth the Level 3 liability at March 31, 2022, which is recorded on the balance sheet at fair value on a recurring basis. As required, this liability is classified based on the lowest level of input that is significant to the fair value measurement: Summary of significant to the fair value measurement Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets Inputs Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 1) (Level 2) (Level 3) The roll forward of the contingent consideration liability is as follows: Balance June 30, 2021 — — $ 6,037,945 Contingent Shares issued pursuant to the Acquisition Agreement — — ( 798,000 ) Fair value adjustment — — 5,070,891 Contingent Consideration Liability at March 31, 2022 — — $ 10,310,836 12 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Summary of property and equipment Useful Life March 31, 2022 June 30, 2021 Lab Equipment and Instruments 4 - 7 $ 583,421 $ 583,421 Leasehold Improvements 10 224,629 224,629 Furniture, Fixtures and Equipment 4 - 7 177,131 171,975 Total 985,181 980,025 Less Accumulated Depreciation ( 344,448 ) ( 260,661 ) Net Property and Equipment $ 640,733 $ 719,364 Depreciation expense amounted to $ 27,990 , and $ 83,787 for the three and nine months ended March 31, 2022, respectively, and $ 26,814 and $ 80,172 for the three and nine months ended March 31, 2021, respectively. NOTE 4 — INTANGIBLE ASSETS At March 31, 2022, and June 30, 2021, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products and processes of $ 50,596 and $ 65,906 , respectively. The patents are recorded at cost and amortized over twenty years from the date of application. Amortization expense for the three and nine months ended March 31, 2022, was $ 3,730 and $ 11,471 , respectively. Amortization expense for the three and nine months ended March 31, 2021, was $ 4,012 and $ 11,871 , respectively. At March 31, 2022, and 2021, indefinite life intangible assets consisted of a license agreement classified as In-Process Research and Development (“IPR&D”) intangible assets, which are not amortizable until the intangible asset provides economic benefit, and goodwill. At March 31, 2022, and June 30, 2021, definite and indefinite-life intangible assets consisted of the following: Schedule of life intangible assets Useful Life June 30, 2021 Period Change Effect of Currency Translation March 31, 2022 Definite Life Intangible Assets Patents 20 Years $ 316,115 $ — $ ( 20,255 ) $ 295,860 Less Accumulated Amortization ( 250,209 ) ( 11,471 ) 16,416 ( 245,264 ) Net Definite-Life Intangible Assets $ 65,906 $ ( 11,471 ) $ ( 3,839 ) $ 50,596 Indefinite Life Intangible Assets License Agreement $ 154,824,000 — — $ 154,824,000 Goodwill 11,640,000 — — 11,640,000 Total Indefinite Life Intangible Assets $ 166,464,000 — — $ 166,464,000 Expected future amortization expense is as follows: Schedule of expected future amortization expense Year ending June 30, 2022 $ 873 2023 15,154 2024 15,154 2025 15,154 2026 4,261 Thereafter — Total $ 50,596 During February 2018, the Company acquired a License Agreement (as licensee) to an HIV therapy which consists of a perpetual, fully paid-up, royalty-free, sub-licensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. Because the HIV License Agreement is considered an IPR&D intangible asset it is classified as an indefinite life asset that is tested annually for impairment. Impairment – Following the fourth quarter of each year, management performs its annual test of impairment of intangible assets by performing a quantitative assessment and determines if it is more likely than not that, the fair value of the asset is greater than or equal to the carrying value of the asset. The results of the quantitative assessment supported Management’s conclusion that an impairment adjustment was not required as of June 30, 2021, and no impairment is deemed necessary as of March 31, 2022. 13 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 — LEASES Operating Leases — On November 13, 2017, Enochian entered into a Lease Agreement for a term of five years and two months from November 1, 2017, with Plaza Medical Office Building, LLC, a California limited liability company, as landlord, (the “Landlord”), pursuant to which the Company agreed to lease from the Landlord approximately 2,325 rentable square feet. The base rent increases by 3% each year, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. On June 19, 2018, Enochian entered into a Lease Agreement for a term of ten years from September 1, 2018, with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, the Registrant entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the first year to $23,186 per month for the tenth year. The equalized monthly lease payment for the term of the lease is $20,050. The Company identified and assessed the following significant assumptions in recognizing the right-of-use asset and corresponding liabilities: Expected lease term — The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods when it is reasonably certain that the Company would exercise such options. The Company’s leases have remaining lease terms between 9 months and 65 months. As of March 31, 2022, the weighted-average remaining term is 5.11 years. Incremental borrowing rate — The Company’s lease agreements do not provide an implicit rate. As the Company does not have any external borrowings for comparable terms of its leases, the Company estimated the incremental borrowing rate based on the U.S. Treasury Yield Curve rate that corresponds to the length of each lease. This rate is an estimate of what the Company would have to pay if borrowing on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. As of March 31, 2022, the weighted-average discount rate is 4.01 %. Lease and non-lease components — In certain cases the Company is required to pay for certain additional charges for operating costs, including insurance, maintenance, taxes, and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. The Company determined that these costs are non-lease components, and they are not included in the calculation of the lease liabilities because they are variable. Payments for these variable, non-lease components are considered variable lease costs and are recognized in the period in which the costs are incurred. Lease expense charged to general and administrative expenses for the three and nine months ended March 31, 2022, amounted to $ 85,027 and $ 253,223 , respectively. Lease expense charged to general and administrative expenses for the three and nine months ended March 31, 2021, amounted to $ 77,345 and $ 255,719 , respectively. Below are the lease commitments for the next 5 years and thereafter: Lease commitments Year Ending June 30 th Lease Expense 2022 $ 87,692 2023 298,305 2024 246,004 2025 253,384 2026 260,985 Thereafter 313,836 Less imputed interest ( 146,110 ) Total $ 1,314,096 14 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 — NOTES PAYABLE Convertible Notes Payable — On February 6, 2020, the Company issued two Convertible Notes (the “Convertible Notes”) to an existing stockholder of the Company each with a face value amount of $ 600,000 , convertible into shares of the Company’s Common Stock. The outstanding principal amount of the Convertible Notes is due and payable on February 6, 2023 . Interest on the Convertible Notes commenced accruing on the date of issuance at six percent ( 6 %) per annum, computed on the basis of twelve 30-day months, and is compounded monthly on the final day of each calendar month based upon the Principal and all accrued and unpaid interest outstanding as of such compound date. The interest is payable in cash on a semi-annual basis. The holder of the Convertible Notes had the right at any time prior to the date that is twelve months from issuance to convert all or any part of the outstanding and unpaid principal and all unpaid interest into shares of the Company’s Common Stock. The conversion price was equal to $ 12.00 per share of Common Stock. The holder did not exercise the conversion feature that expired on February 6, 2021. The Company evaluated the Convertible Notes in accordance with ASC 470-20 and identified that they each contain an embedded conversion feature that shall not be bifurcated from the host document (i.e., the Convertible Notes) as they are not deemed to be readily convertible into cash. All proceeds received from the issuance have been recognized as a liability on the balance sheet. The Convertible Notes balance as of March 31, 2022, and 2021 was $ 1,200,000 . As of March 31, 2022, and 2021, the Company recorded accrued interest in the amount of $ 12,030 and $ 6,000 , which is included in accrued expenses for each period. For the three and nine months ended March 31, 2022, the interest expense related to the Convertible Notes amounted to $ 18,151 and $ 54,604 , respectively. Note Payable — On March 30, 2020 (the “Issuance Date”), the Company issued a Promissory Note in the principal amount of $ 5,000,000 (the “Unsecured Note”) to Paseco APS, a Danish limited company, and an existing stockholder of the Company. The principal amount of the Note was originally payable on November 30, 2021 (the “Maturity Date”) and bears interest at a fixed rate of 6 % per annum, computed based on the number of days between the Issuance Date and the Maturity Date, which was prepaid by the Company in full on the Issuance Date through the issuance of 188,485 shares of the Company’s Common Stock based on the closing market price on that date for a total value of $ 501,370 . The Company evaluated the Unsecured Note and PIK interest in accordance with ASC 470-Debt and ASC 835-Interest, respectively. Pursuant to ASC 470-20, proceeds received from the issuance are to be recognized at their relative fair value, thus the liability was shown net of the corresponding discount of $ 493,192 , which is the relative fair value of the shares issued for the PIK interest on the closing date using the effective interest method. The discount of $ 493,192 is being accreted over the life of the Unsecured Note. On February 11, 2021, the Company entered into an amendment to the Unsecured Note in the principal amount of $ 5,000,000 that extends the Maturity Date out to November 30, 2022. All other terms of the Unsecured Note remain the same. The change in Maturity Date required an additional year of interest at the fixed rate of 6 % per annum, which was prepaid by the Company in full on the date of the amendment through the issuance of 74,054 shares of the Company’s Common Stock based on the closing market price on that date for a total value of $ 298,178 . For the three and nine months ended March 31, 2022, respectively, discount amortization of $ 74,274 and $ 222,822 was charged to interest expense. For the three and nine months ended March 31, 2021, discount amortization of $ 74,274 and $ 148,253 , respectively was charged to interest expense. The Unsecured Note balance, net of discount at March 31, 2022, was $ 4,801,936 , and is reflected in current liabilities. Finance Agreement — On November 30, 2021, the Company entered into a premium finance agreement (the “Agreement”) with a principal amount of $ 666,875 at 3.99 % interest per annum. The repayment of the Agreement will be made in nine equal monthly installments of $ 56,469 . For the three and nine months ended March 31, 2022, the Company recorded total interest expense in the amount of $ 2,782 and $ 4,977 , respectively. This amount is reflected in other income and expenses. Total interest expense recorded for the three and nine months ended March 31, 2022, was $ 95,207 and $ 278,327 , respectively. Interest expense recorded for the three and nine months ended March 31, 2021, was $ 96,347 and $ 282,086 , respectively. 15 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock —The Company has 10,000,000 authorized shares of Preferred Stock, par value $ 0.0001 per share. At March 31, 2022, and June 30, 2021, there were zero shares issued and outstanding. Common Stock —The Company has 100,000,000 authorized shares of Common Stock, par value $ 0.0001 per share. At March 31, 2022, and June 30, 2021, there were 52,798,267 and 52,219,661 shares issued and outstanding, respectively. Voting — Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors. Dividends — Holders of Common Stock are entitled to receive ratably such dividends as the Board from time to time may declare out of funds legally available. Liquidation Rights — In the event of any liquidation, dissolution or winding up of affairs of the Company, after payment of all of our debts and liabilities, the holders of Common Stock will be entitled to share ratably in the distribution of any of our remaining assets. Purchase Agreement with Lincoln Park Capital On July 8, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 20,000,000 of shares of our Common Stock from time to time through August 1, 2023. Under the Purchase Agreement, we may direct Lincoln Park, at our sole discretion subject to certain conditions, to purchase up to 200,000 shares of Common Stock on any business day (a “Regular Purchase”). The amount of a Regular Purchase may be increased under certain circumstances up to 125,000 shares of Common Stock, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $ 1,000,000 . In the event we direct Lincoln Park to purchase the full amount allowed for a Regular Purchase on any given business day, we may also direct Lincoln Park to purchase additional amounts as accelerated and additional accelerated purchases. The purchase price of shares of Common Stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Purchase Agreement. Our sale of shares of Common Stock to Lincoln Park pursuant to the Purchase Agreement is limited to 12,016,457 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of the Purchase Agreement unless (i) stockholder approval is obtained, (ii) the average price of all applicable sales to Lincoln Park under the Purchase Agreement equals or exceeds the lesser of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement or (B) the average of the closing prices on the Nasdaq Capital Market for the five Business Days immediately preceding the date of the Purchase Agreement or (iii) to the extent it would cause Lincoln Park to beneficially own more than 9.99% of the Company’s outstanding shares of Common Stock at any given time. In consideration for entering into the Purchase Agreement, we issued 139,567 shares of Common Stock to Lincoln Park as a commitment fee on July 21, 2020. During the three and nine months ended March 31, 2022, we issued 60,000 and 337,340 shares of Common Stock to Lincoln Park under the Purchase Agreement for a purchase price of $ 451,700 and $ 3,500,039 , respectively. At March 31, 2022, an amount of $15,278,611 remained available under the Purchase Agreement. 16 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 — STOCKHOLDERS’ EQUITY (Continued) Common Stock Issuances — In the three and nine months ended March 31, 2022, there were 165,000 and 578,606 shares of Common Stock issued, respectively. In the three and nine months ended March 31, 2021, there were 1,032,732 and 1,298,543 shares of Common Stock issued, respectively. Acquisition of Enochian Biopharma Inc. / Contingently issuable shares — On February 16, 2018, the Acquisition was completed when the subsidiary merged with and into Enochian Biopharma, with Enochian Biopharma as the surviving corporation. As consideration for the Acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive contingent shares pro rata upon the exercise or conversion of warrants, which were outstanding at closing. At March 31, 2022, 1,250,000 contingent shares are issuable in connection with the Acquisition of Enochian Biopharma. Acquisition of Enochian Denmark — At March 31, 2022, and June 30, 2021, the Company maintained a reserve of 17,414 shares of Common Stock of the Registrant held in escrow according to Danish law (the “Escrow Shares”), all of which are reflected as issued and outstanding in the accompanying financial statements. The Escrow Shares are reserved to acquire the shares of Enochian Denmark held by non-consenting shareholders of Enochian Denmark on both March 31, 2022, and June 30, 2021, in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark. There have been 167,639 shares of Common Stock issued to non-consenting shareholders of Enochian Denmark as of March 31, 2022. During the three and nine months ended March 31, 2022, the Company issued zero shares of Common Stock to such non-consenting shareholders of Enochian Denmark. There is no impact on outstanding shares as these shares are reflected as issued and outstanding. 17 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 — STOCKHOLDERS’ EQUITY (Continued) Stock-based Compensation The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows: Summary of weighted-average assumptions used to estimate the fair values of the stock options granted Enochian Biosciences Inc. Expected term (in years) 5.0 – 6.5 Volatility 82.29 %- 90.21 % Risk free interest rate 0.77 %- 1.87 % Dividend yield 0 % The Company recognized stock-based compensation expense related to the options of $ 577,676 and $ 5,348,943 for the three and nine months ended March 31, 2022, respectively. The Company recognized stock-based compensation expense related to the options of $ 499,428 and $ 1,184,975 for the three and nine months ended March 31, 2021, respectively. At March 31, 2022, the Company had approximately $ 7,184,117 of unrecognized compensation cost related to non-vested options. Plan Options On February 6, 2014, the Board adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the 2014 Plan. On October 30, 2019, the Board approved and on October 31, 2019, the Company’s shareholders adopted Enochian’s 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan authorized options to be awarded to not exceed the sum of (1) 6,000,000 new shares of Common Stock, and (2) the number of shares of Common Stock available for the grant of awards as of the effective date under the 2014 Plan that, after the effective date of the 2019 Plan, expires, or is terminated, surrendered, or forfeited for any reason without issuance of shares. The remaining shares of Common Stock available for grant related to the 2014 Plan was 655,769 as of the effective date; this amount along with the new 6,000,000 shares totals 6,655,769 shares of Common Stock that were available to grant immediately after the effective date of the 2019 Plan. Pursuant to the 2019 Plan, the Company granted options to purchase 11,900 and 3,142,100 shares of Common Stock to employees with a 3 three-year vesting period during the three and nine months ended March 31, 2022, respectively. For the three and nine months ended March 31, 2021, the Company granted options to purchase zero and 9,201 shares of Common Stock to employees with a 3 three-year vesting period. During the three and nine months ended March 31, 2022, the Company granted options to purchase 65,000 shares of Common stock to employees with a 1 one-year vesting period. For the three and nine months ended March 31, 2021, the Company granted options to purchase zero shares of Common Stock to employees with a one-year vesting period. During the three and nine months ended March 31, 2022, the Company granted options to purchase 23,314 and 86,776 shares of Common stock, respectively, to the Board of Directors and Scientific Advisory Board Members with a one-year vesting period. For the three and nine months ended March 31, 2021, the Company granted annual options to purchase 52,500 and 140,131 shares of Common Stock, respectively to members of the Board of Directors and Scientific Advisory Board with a one-year vesting period. The Company issued options for consulting services to purchase zero and 21,979 shares of Common Stock with immediate vesting, issued options to purchase zero and 24,500 shares of Common Stock with a one-year vesting period, and issued options to purchase zero and 60,000 shares of Common Stock with a three-year vesting period during the three and nine months ended March 31, 2022, respectively. All of the above options are exercisable at the market price of the Company’s Common Stock on the date of the grant. To date the Company has granted options under the Plan (“Plan Options”) to purchase 4,729,508 shares of Common Stock. 18 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 — STOCKHOLDERS’ EQUITY (Continued) A summary of the status of the Plan Options outstanding at March 31, 2022, is presented below: Summary of stock option activity Options Outstanding Options Exercisable Exercise Price Ranges Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 2.00 – 4.50 279,143 8.44 $ 3.23 255,637 8.40 $ 3.24 $ 4.51 – 6.50 3,545,722 8.97 $ 4.80 471,998 6.85 $ 6.17 $ 6.51 – 8.00 876,242 8.59 $ 7.98 556,094 7.96 $ 7.93 Total 4,701,108 8.86 $ 5.30 1,283,729 7.64 $ 6.35 A summary of the status of the Plan Options at March 31, 2022, and changes since July 1, 2021, are presented below: Summary of stock option activity Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 1,329,153 $ 6.24 8.42 $ 511,239 Granted 3,400,355 $ 4.93 — $ — Exercised — $ — — $ — Forfeited — $ — — $ — Expired ( 28,400 ) $ 2.15 — $ — Outstanding at end of period 4,701,108 $ 5.30 8.86 $ 9,808,104 Exercisable at end of period 1,283,729 $ 6.35 7.64 $ 1,153,019 At March 31, 2022, the Company had 1,283,729 exercisable Plan Options outstanding. The total intrinsic value of options exercisable at March 31, 2022, was $ 1,153,019 . Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at March 31, 2022 (for outstanding options), less the applicable exercise price. Common Stock Purchase Warrants A summary of the warrants outstanding at March 31, 2022, and changes since July 1, 2021, are presented below: Summary of common stock purchase warrants outstanding Shares Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at beginning of period 1,350,000 $ 1.30 1.02 Granted — $ — — Exercised ( 100,000 ) $ 1.30 — Cancelled/Expired — $ — — Outstanding and exercisable at end of period 1,250,000 $ 1.30 .28 Summary of common stock purchase warrants Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,250,000 .28 $ 1.30 1,250,000 $ 1.30 The exercise price of certain warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of Common Stock and combinations of the outstanding shares of Common Stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants. 19 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 — STOCKHOLDERS’ EQUITY (Continued) Restricted Stock Units (RSUs) The Company recognized stock-based compensation expense related to RSUs of $ 228 and $ 258,559 for the three and nine months ended March 31, 2022, respectively. The Company recognized stock-based compensation expense related to the RSUs of $ 147,000 for the three and nine months ended March 31, 2021, respectively. A summary of the status of Restricted Stock Units outstanding at March 31, 2022, and changes since July 1, 2021, is presented below: Summary of restricted stock units outstanding Shares Weighted Average Issuance Price Weighted Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 5,000 $ 6.15 $ .02 $ — Granted 36,266 — — — Exercised ( 41,266 ) — — — Cancelled/Expired — — — — Outstanding at end of period — $ — $ — $ — 20 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 — COMMITMENTS AND CONTINGENCIES On July 9, 2018, the Company entered into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company with the development of the gene therapy and cell therapy modalities for the prevention, treatment, and amelioration of HIV in humans, and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases) (the “G-Tech Agreement”). G-Tech was entitled to consulting fees for 20 months, with a monthly consulting fee of not greater than $130,000 per month. Upon the completion of the 20 months, the monthly consulting fee of $ 25,000 continued for scientific consulting and knowledge transfer on existing HIV experiments and will continue until the services are no longer rendered or the agreement is terminated. For the three and nine months ended March 31, 2022, $ 75,000 and $ 225,000 , respectively, was charged to research and development expenses in our Condensed Consolidated Statements of Operations related to this consulting agreement. For the three and nine months ended March 31, 2021, $ 75,000 and 200,000 , respectively, was charged to research and development expenses in our Condensed Consolidated Statements of Operations related to this consulting agreement. On January 31, 2020, the Company entered into a Statement of Work & License Agreement (the “HBV License Agreement”) by and among the 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 perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections in accordance with its agreement in principle with G-Tech and SRI. The HBV License Agreement contains customary representations, warranties, and covenants of the parties with respect to the development of the Treatment and the HBV License. G-Tech and SRI are each controlled by certain members of Weird Science, LLC, a shareholder of the Company. The cash funding for research costs pursuant to the HBV License consists of monthly payments amounting to $ 144,500 that cover scientific staffing resources to complete the project, as well as periodic payments for materials and equipment needed to complete the project. For the three and nine months ended March 31, 2022, the Company paid a total of $ 144,500 and $ 1,011,500 , respectively for scientific staffing resources. During the three and nine months ended March 31, 2022, the Company paid zero and $ 1,500,000 , respectively, for the milestone completion of a Pre-Investigational New Drug (IND) process following receipt of written comments in accordance with the HBV License. During the three and nine months ended March 31, 2021, respectively the Company paid $ 433,500 for scientific staffing resources, and $ 275,000 and $ 675,000 , respectively, for costs related to research studies pursuant to the HBV License. On April 18, 2021, the Company entered into a Statement of Work and License Agreement (the “License Agreement”), by and among the Company, G-Tech and SRI, whereby the Company acquired a perpetual sublicensable, exclusive license (the “Development 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”). 21 ENOCHIAN BIOSCIENCES INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 Development 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. Additionally, the License Agreement provides for an up-front payment of $ 10,000,000 and a $ 760,000 payment for expenditures to date prior to the effective date related to research towards the Prevention and Treatment within 60 days of April 18, 2021. The License Agreement provides for 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. 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 Agreement. For the three and nine months ended March 31, 2022, the Company paid zero and $ 150,000 , respectively, related to the Prevention and Treatment research. G-Tech is controlled by Dr. Serhat Gümrükcü and Anderson Wittekind, shareholders of the Company, and SRI is controlled by Dr. Serhat Gümrükcü. G-Tech and SRI are each controlled by certain members of Weird Science, LLC, a shareholder of the Company. On August 25, 2021, the Company entered into an ALC Patent License and Research Funding Agreement in the HIV Field (the “ALC License Agreement”) with Dr. Gümrükcü and SRI whereby Dr. Gümrükcü granted the Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to sublicense, his proprietary technology subject to a U.S. patent application, to make, use, offer to sell, sell or import products for use solely for the prevention, treatment, amelioration of or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans; provided Dr. Gümrükcü retained the right to conduct HIV research in the field. Pursuant to the ALC License Agreement, the Company granted a non-exclusive license back to Dr. Gümrükcü and SRI, under any patents or other intellectual property owned or controlled by the Company, to the extent arising from the ALC License, to make, use, offer to sell, sell or import products for use in the diagnosis, prevention, treatment, amelioration or therapy of any (i) HIV Comorbidities and (ii) any other diseases or conditions outside the HIV Field. The Company made an initial payment to SRI of $ 600,000 and agreed to fund future HIV research conducted by Dr. Gümrükcü and SRI, as mutually agreed to by the parties. On September 10, 2021, pursuant to the ALC License Agreement, the Company paid the initial payment of $600,000. Shares held for non-consenting shareholders – The 17,414 remaining shares of Common Stock related to the Acquisition of Enochian Denmark have been reflected as issued and outstanding in the accompanying financial statements. There were zero shares of Common Stock issued to such non-consenting shareholders during the three and nine months ended March 31, 2022 (see Note 7.) Service Agreements – The Company has a consulting agreement for services of a Senior Medical Advisor for up to $ 210,000 per year on a part-time basis. Contingencies – The Company is from time to time involved in routine legal and administrative proceedings and claims of various types. While any proceeding or claim contains an element of uncertainty, management does not expect a material impact on our results of operations or financial position from such proceedings or claims. NOTE 9 — RELATED PARTY TRANSACTIONS The Company paid G-Tech $ 354,500 and $ 3,891,500 , which included payments for consulting agreements related to HIV, contractual costs related to the HBV License and the Development License (See Note 8), and security expenses, for the three and nine months ended March 31, 2022, respectively. NOTE 10 — SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company performed a review of events subsequent to the balance sheet date through the date of this report and determined that there were no such events requiring recognition or disclosure. 22