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Item 1. Legal Proceedings

2023-03-09 compared with 2023-03-07 · 71 added, 70 removed, 14 unchanged (91% of the section changed)

Legal Proceedings.

Securities Class Action

On July 26, 2022 and July 28, 2022, securities class action complaints were filed by purported stockholders of ours

in the United States District Court for the Central District of California against us and certain of our current and former officers

and directors.

The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities

Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material

fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects.

complaints seek unspecified damages, interest, fees, and costs.

Securities Class Action Litigation .

On July 26, 2022 and July 28, 2022, securities class action complaints were filed by purported stockholders of ours in the United States

District Court for the Central District of California against us and certain of our current and former officers and directors.

The complaints

allege, among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended,

and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s

relationship with Serhat Gümrükcü and its commercial prospects.

The complaints seek unspecified damages, interest, fees,

The defendants have not yet responded to the complaints.

1 unchanged sentence

On September 22, 2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court for the Central

District of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United

States District Court for the District of Delaware.

Both derivative actions recite similar underlying facts as those alleged in

the Securities Class Action Litigation.

The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain

of the Company’s current and former directors as defendants.

Koenig filed a shareholder derivative action in the United States District Court for the Central District

of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States District

Court for the District of Delaware.

Both derivative actions recite similar underlying facts as those alleged in the Securities Class

Action Litigation.

The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s

current and former directors as defendants.

The actions also name the Company as a nominal defendant.

actions allege violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach

of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiffs do not quantify any

alleged injury, but seek damages, disgorgement, restitution, and other costs and expenses.

On January 24, 2023, the United States

District Court for the Central District of California stayed the Koenig matter pending resolution of the defendants’ anticipated

motion to dismiss in the Securities Class Action Litigation.

The actions allege violations of

Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and

indemnification, aiding and abetting, and gross mismanagement.

Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement,

restitution, and other costs and expenses.

On January 24, 2023, the United States District Court for the Central District of California

stayed the Koenig matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

The defendants have not yet responded to either complaint.

State Derivative Litigation .

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County,

reciting similar underlying facts as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the

Company, names Serhat Gümrükcü and certain of the Company’s current and former directors as defendants.

action also names the Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and

indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages,

disgorgement, restitution, and other costs and expenses.

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting

similar underlying facts as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the Company, names

Serhat Gümrükcü and certain of the Company’s current and former directors as defendants.

The action also names the

Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and

abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and

other costs and expenses.

The defendants have not yet responded to the complaint.

On October 21, 2022, the

Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü,

On October 21, 2022, the Company

filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat Gümrükcü,

William Anderson Wittekind, G Tech Bio LLC, SG & AW Holdings LLC, and Seraph Research Institute.

The Complaint alleges that

the defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results

of multiple studies supporting its [Hepatitis B] and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated

negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a

result of the defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties

that it would not otherwise have paid.” The defendants have not yet answered the allegations set forth in the Company’s

On December 28, 2022, the

Company received a demand letter on behalf of Weird Science LLC (“Weird Science”), William Anderson Wittekind, the

William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity

Trust, and the Ty Mabry 2021 Annuity Trust alleging that the Company breached the February 16, 2018 Investor Rights Agreement between

the Company, Weird Science, and RS Group ApS.

Specifically, the demand letter alleges that the Company “breached its obligations

under the Investor Rights Agreement to provide the requisite thirty days’ notice” to Holders of Registrable Securities

in connection with SEC Form S-3 filings on July 13, 2020 and February 11, 2022 and demands over $64 million in damages.

denies these allegations and intends to vigorously defend against this claim.

On March 1, 2021, former

Enochian BioSciences Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S.

Court for the District of Vermont against the Company, Enochian BioSciences Denmark ApS, and certain directors and officers.

Complaint, Mr.

The Complaint alleges that the defendants

engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results of multiple studies supporting

its [Hepatitis B] and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated negative results to reflect

positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result of the defendants’ conduct,

the Company claims that it “paid approximately $25 million to Defendants and third-parties that it would not otherwise have paid.”

The defendants have not yet answered the allegations set forth in the Company’s Complaint.

On December 28, 2022, the Company

received a demand letter on behalf of Weird Science LLC (“Weird Science”), William Anderson Wittekind, the William Anderson

Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry

2021 Annuity Trust alleging that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science,

and RS Group ApS.

Specifically, the demand letter alleges that the Company “breached its obligations under the Investor Rights

Agreement to provide the requisite thirty days’ notice” to Holders of Registrable Securities in connection with SEC Form

S-3 filings on July 13, 2020 and February 11, 2022 and demands over $64 million in damages.

The Company denies these allegations and

intends to vigorously defend against this claim.

On March 1, 2021, former Enochian

BioSciences Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S.

District Court for

the District of Vermont against the Company, Enochian BioSciences Denmark ApS, and certain directors and officers.

In the Complaint,

Wolfe and Crossfield, Inc.

asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that

the Company lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages,

as well as punitive damages.

The allegations in the Complaint relate to an earlier action filed by the Company and Enochian

BioSciences Denmark ApS in the Vermont Superior Court, Orange Civil Division.

On March 3, 2022, the court partially granted the

Company’s motion to dismiss, dismissing the abuse of process claim against all defendants and all claims against Mark Dybul

and Henrik Grønfeldt-Sørensen.

On November 29, 2022, the Company filed a motion for summary judgment with respect to the

sole remaining claim of malicious prosecution.

The Company denies the allegations set forth in the Complaint and will continue to

vigorously defend against the remaining claim.

asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company

lacked probable cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive

The allegations in the Complaint relate to an earlier action filed by the Company and Enochian BioSciences Denmark ApS in the

Vermont Superior Court, Orange Civil Division.

On March 3, 2022, the court partially granted the Company’s motion to dismiss, dismissing

the abuse of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen.

29, 2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution.

denies the allegations set forth in the Complaint and will continue to vigorously defend against the remaining claim.

Risk Factors.

Risk factors that may affect

our business and financial results are discussed within Item 1A ”Risk Factors” of our annual report for the fiscal

year ended June 30, 2022, on Form 10-K (“2022 Form 10-K”) filed with the SEC on February 27, 2023.

have been no material changes to the disclosures relating to this item from those set forth in our 2022 Form 10-K.

Unregistered Sales of Equity Securities and Use of Proceeds.

Risk factors that may affect our

business and financial results are discussed within Item 1A ”Risk Factors” of our annual report for the fiscal year

ended June 30, 2022, on Form 10-K (“2022 Form 10-K”) filed with the SEC on February 27, 2023.

There have been no

material changes to the disclosures relating to this item from those set forth in our 2022 Form 10-K.

Unregistered Sales of Equity Securities

and Use of Proceeds.

Defaults Upon Senior Securities.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings