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Item 1. Legal Proceedings

2023-05-12 compared with 2023-03-09 · 74 added, 61 removed, 24 unchanged (85% of the section changed)

1 unchanged sentence

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.

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the

“Manici Action”) 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, and costs.

On November 22, 2022, the Manici Action

was voluntarily dismissed without prejudice, but the Chow action remains pending.

The defendants did not respond to the complaint in the

Manici action and have not yet responded to the complaint in the Chow action.

The Company intends to contest this matter but expresses

no opinion as to the likelihood of a favorable outcome.

Federal Derivative Litigation .

4 unchanged sentences

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.

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

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.

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 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.

April 6, 2023, the United States District Court for the District of Delaware stayed the Solak 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.

Company intends to contest these matters but expresses no opinion as to the likelihood of favorable outcomes.

State Derivative Litigation .

7 unchanged sentences

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,

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 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

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.

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

costs and expenses.

On January 20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion

to dismiss in the Securities Class Action Litigation.

The Court also set a status conference for November 6, 2023.

The defendants have

not yet responded to the complaint.

The Company intends to contest this matter but expresses no opinion as to the likelihood of a favorable

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, Wittekind, G Tech, SG & AW, and SRI.

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.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW, and SRI filed a demurrer with

respect to some, but not all, of the Company’s claims, as well as a motion to strike.

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, Mr.

Wolfe and Crossfield,

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.

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.

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.

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.

2 unchanged sentences

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